AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2002
                                                 REGISTRATION NO. 333-________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------

                               RIBAPHARM INC.
           (Exact name of registrant as specified in its charter)

               DELAWARE                                 95-4805655
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                Identification Number)

                             3300 HYLAND AVENUE
                            COSTA MESA, CA 92626
           (Address of registrant's principal executive offices)

              RIBAPHARM INC. 2002 STOCK OPTION AND AWARD PLAN

         RIBAPHARM INC. 2002 NONEMPLOYEE DIRECTOR RETAINER FEE PLAN

                         (Full title of the plans)

                            ROGER D. LOOMIS, JR.
            SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               RIBAPHARM INC.
                             3300 HYLAND AVENUE
                            COSTA MESA, CA 92626
                               (800) 514-7422
         (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE

=========================================================================================================================
                                                                     PROPOSED
                                                                     MAXIMUM         PROPOSED MAXIMUM
              TITLE OF SECURITIES                AMOUNT TO BE     OFFERING PRICE       AGGREGATE          AMOUNT OF
               TO BE REGISTERED                   REGISTERED (1)    PER SHARE (2)    OFFERING PRICE    REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>            <C>               <C>
Common stock,  par value $0.01 per share
 under the Stock Option and Award Plan           22,500,000         $9.02          $202,950,000      $18,671.40
-------------------------------------------------------------------------------------------------------------------------

Common Stock par value $0.01 per share under        100,000         $9.02              $902,000          $82.99
the 2002 Nonemployee Director Retainer Fee Plan
-------------------------------------------------------------------------------------------------------------------------

<FN>
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issued in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 of the Securities Act of
     1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) of the Securities Act based on the
     average of the high and low sales prices for the Common Stock as
     reported by the New York Stock Exchange on June 20, 2002, a date
     within five business days prior to the date on which this Registration
     Statement is being filed.
</FN>
</TABLE>

<PAGE>

                                   PART I
                              EXPLANATORY NOTE

     This Form S-8 Registration  Statement  relates to 22,500,000 shares of
our Common  Stock which may be issued under our 2002 Stock Option and Award
Plan,  and 100,000 shares of our Common Stock which may be issued under our
2002 Nonemployee Director Retainer Fee Plan (collectively, the "Plans").

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     ITEM 1.   PLAN INFORMATION*

     ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

     * The  documents  containing  information  specified by Part I of this
Registration  Statement will be delivered to  participants  in the Plans as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  (the "SEC") under the Securities  Act. These  documents are not
required to be filed with the SEC but constitute  (along with the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of Part II hereof) a prospectus  that meets the  requirements  of Section
10(a) of the Securities Act.

     References to the  "Registrant" in this  Registration  Statement shall
mean Ribapharm Inc., a Delaware corporation.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference  facilities  located at Room 1204, 450 Fifth
Street, N.W., Washington,  D.C., 20549 and 175 W. Jackson Blvd., Suite 900,
Chicago,  IL, 60609 upon payment of fees prescribed by the SEC. Please call
the SEC at 1-800-SEC-0330  for further  information on the public reference
rooms.  Our SEC filings are also available to the public from the SEC's web
site at  http://www.sec.gov.  Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange located at 20 Broad Street, New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by reference  the following  documents and any future  filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  prior to the
termination of the offering:

     (a)  Our  prospectus  filed with the SEC on April 12, 2002 pursuant to
          Rule  424(b)  of  the  Securities  Act  in  connection  with  our
          Registration  Statement  No.  333-39350  on Form S-1, as amended,
          which includes our audited  financial  statements for each of the
          fiscal  years ended  December  31,  1999,  December  31, 2000 and
          December 31, 2001, and describes the terms, rights and provisions
          applicable to the Common Stock.

     (b)  Our  Registration  Statement  on Form 8-A  filed  with the SEC on
          April 5, 2002,  which describes the terms,  rights and provisions
          applicable to the Common Stock.

     (c)  Our Quarterly  Report on Form 10-Q for the period ended March 31,
          2002 filed with the SEC on May 28, 2002.


     ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.


     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Fried,  Frank,  Harris,  Shriver & Jacobson (a  partnership  including
professional corporations), New York, New York, will pass upon the validity
of the issuance of the shares of Common Stock.


     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As  permitted  by  Delaware  law,  our  certificate  of  incorporation
provides  that  no  director  will  be  personally  liable  to  us  or  our
stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, except for liability:

     o    for any breach of duty of loyalty to us or to our stockholders;

     o    for  acts  or  omissions  not  in  good  faith  or  that  involve
          intentional misconduct or a knowing violation of law;

     o    for unlawful  payment of dividends or unlawful stock  repurchases
          or  redemptions   under  Section  174  of  the  Delaware  General
          Corporation Law; or

     o    for any transaction  from which the director  derived an improper
          personal benefit.

     Our  certificate  of  incorporation  further  provides  that  we  must
indemnify our directors to the fullest extent permitted by Delaware law. In
addition, our amended and restated bylaws provide that:

     o    we are required to indemnify  our  directors  and officers to the
          fullest  extent  permitted  by Delaware  law,  subject to limited
          exceptions;

     o    we may  indemnify  our other  employees  and agents to the extent
          that we indemnify our officers and  directors,  unless  otherwise
          prohibited by law, our certificate of  incorporation,  our bylaws
          or other agreements;

     o    we  are  required  to  advance  expenses  to  our  directors  and
          executive   officers  as  incurred  in   connection   with  legal
          proceedings against them for which they may be indemnified; and

     o    the rights conferred in the bylaws are not exclusive.

     We entered into indemnification  agreements with each of our directors
and officers  that would require us to indemnify  them against  liabilities
that may  arise by  reason  of their  status or  service  as  directors  or
officers  and  to  advance  their  expenses  incurred  as a  result  of any
proceeding  against  them.  However,  we will not  indemnify  directors  or
officers with respect to liabilities  arising from willful  misconduct of a
culpable nature.


     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

<PAGE>

     ITEM 8.   EXHIBITS

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1                      Form  of  Amended  and  Restated   Certificate  of
                         Incorporation,  previously filed as Exhibit 3.1 to
                         Registration  Statement No. 333-39350 on Form S-1,
                         as amended  (the  "Form  S-1"),  and  incorporated
                         herein by reference.

4.2                      Form of Amended and Restated  By-Laws,  previously
                         filed  as   Exhibit   3.2  to  the  Form  S-1  and
                         incorporated herein by reference.

4.3                      Ribapharm  Inc.  2002 Stock Option and Award Plan,
                         previously  filed as Exhibit  10.1 to the Form S-1
                         and incorporated herein by reference.

4.4*                     Amended   and   Restated   Ribapharm   Inc.   2002
                         Nonemployee Director Retainer Fee Plan.

4.5*                     Amendment  No.  1 to  Ribapharm  Inc.  2002  Stock
                         Option and Award Plan.

5.1*                     Opinion  of  Fried,  Frank,   Harris,   Shriver  &
                         Jacobson.

23.1                     Consent  of  Fried,  Frank,   Harris,   Shriver  &
                         Jacobson (included in Exhibit 5.1).

23.2*                    Consent of PricewaterhouseCoopers LLP.

24                       Power of Attorney (included in the signature pages
                         of this Registration Statement).

--------------------
*    Filed herewith.


     ITEM 9.   UNDERTAKINGS

     We hereby undertake:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of this  Registration  Statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in this Registration Statement;

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously  disclosed  in  this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided,  however,  that the undertakings set forth in paragraphs (i)
     and (ii) do not apply if the information  required to be included in a
     post-effective  amendment by those paragraphs is contained in periodic
     reports  filed with or  furnished to the SEC by us pursuant to Section
     13 or  Section  15(d) of the  Exchange  Act that are  incorporated  by
     reference in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

          (c) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

          (d) That, for the purpose of determining  any liability under the
     Securities  Act, each filing of our annual report  pursuant to Section
     13(a) or Section  15(d) of the  Exchange Act that is  incorporated  by
     reference in this  Registration  Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to our directors,  officers and controlling
persons pursuant to the provisions described in Item 6 of this Registration
Statement,  or  otherwise,  we have been advised that in the opinion of the
SEC such  indemnification  is against  public  policy as  expressed  in the
Securities Act and is, therefore,  unenforceable. In the event that a claim
for indemnification  against such liabilities (other than the payment by us
of  expenses  incurred  or  paid  by  one  of our  directors,  officers  or
controlling  persons  in the  successful  defense  of any  action,  suit or
proceeding)  is asserted by one of our  directors,  officers or controlling
persons in connection with the securities being registered, we will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by us is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.

<PAGE>

                                 SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the City of Costa Mesa, State of California,
on June 24, 2002.

                                    RIBAPHARM INC.



                                    By:/s/ Johnson Y.N. Lau
                                       --------------------------------
                                       Johnson Y.N. Lau
                                       President and Chief Executive Officer


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That each of the undersigned officers and directors of Ribapharm Inc.,
hereby constitutes and appoints Roger D. Loomis, Jr. and Thomas Stankovich,
and  each  of them  acting  individually,  as his or her  true  and  lawful
attorney-in-fact  and agent, each with full power of substitution,  for him
or her in any and all  capacities,  to sign any and all  amendments to this
Registration  Statement  (including any  post-effective  amendments) and to
file the same,  with  exhibits  thereto and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby ratifying
and confirming our signatures as they may be signed by our said attorney to
any and all amendments to said Registration Statement.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>

        SIGNATURE                            TITLE                                        DATE
--------------------------   ---------------------------------------------------   ------------------

<S>                          <C>                                                     <C>
   /s/ Johnson Y.N. Lau      President, Chief Executive Officer and
--------------------------   Director (Principal Executive Officer)                  June 24, 2002
   Johnson Y.N. Lau


   /s/ Thomas Stankovich     Senior Vice President and Chief Financial
--------------------------   Officer (Principal Financial Officer and
  Thomas Stankovich          Principal Accounting Officer)                           June 24, 2002


   /s/ Hans Thierstein
--------------------------   Chairman of the Board and Director                      June 24, 2002
   Hans Thierstein


   /s/ Kim Campbell
--------------------------
     Kim Campbell            Director                                                June 24, 2002


   /s/ Roger Guillemin
--------------------------
   Roger Guillemin           Director                                                June 24, 2002


   /s/ Arnold H. Kroll
--------------------------
   Arnold H. Kroll           Director                                                June 24, 2002


   /s/ Roberts A. Smith
--------------------------
   Roberts A. Smith          Director                                                June 24, 2002


   /s/ John Vierling
--------------------------
    John Vierling            Director                                                June 24, 2002

</TABLE>

<PAGE>

                             INDEX TO EXHIBITS

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1                      Form  of  Amended  and  Restated   Certificate  of
                         Incorporation,  previously filed as Exhibit 3.1 to
                         Registration  Statement No. 333-39350 on Form S-1,
                         as amended  (the  "Form  S-1"),  and  incorporated
                         herein by reference.

4.2                      Form of Amended and Restated  By-Laws,  previously
                         filed  as   Exhibit   3.2  to  the  Form  S-1  and
                         incorporated herein by reference.

4.3                      Ribapharm  Inc.  2002 Stock Option and Award Plan,
                         previously  filed as Exhibit  10.1 to the Form S-1
                         and incorporated herein by reference.

4.4*                     Amended   and   Restated   Ribapharm   Inc.   2002
                         Nonemployee Director Retainer Fee Plan.

4.5*                     Amendment  No.  1 to  Ribapharm  Inc.  2002  Stock
                         Option and Award Plan.

5.1*                     Opinion  of  Fried,  Frank,   Harris,   Shriver  &
                         Jacobson.

23.1                     Consent  of  Fried,  Frank,   Harris,   Shriver  &
                         Jacobson (included in Exhibit 5.1).

23.2*                    Consent of PricewaterhouseCoopers LLP.

24                       Power of Attorney (included in the signature pages
                         of this Registration Statement).

--------------------
*    Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "jbs8_ribapharm.txt", "description": "FORM S-8", "secsgml_size_bytes": 20476}]
{"company-data": {"conformed-name": "RIBAPHARM INC", "cik": "0001116613", "assigned-sic": "2834", "irs-number": "954805655"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91116", "film-number": "02686362"}, "business-address": {"street1": "3300 WYLAND AVENUE", "street2": "C/O ICN PHARMACEUTICALS INC", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7144276236"}, "mail-address": {"street1": "3300 WYLAND AVENUE", "street2": "C/O ICN PHARMACEUTICALS INC", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2002
                                                 REGISTRATION NO. 333-________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------

                               RIBAPHARM INC.
           (Exact name of registrant as specified in its charter)

               DELAWARE                                 95-4805655
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                Identification Number)

                             3300 HYLAND AVENUE
                            COSTA MESA, CA 92626
           (Address of registrant's principal executive offices)

              RIBAPHARM INC. 2002 STOCK OPTION AND AWARD PLAN

         RIBAPHARM INC. 2002 NONEMPLOYEE DIRECTOR RETAINER FEE PLAN

                         (Full title of the plans)

                            ROGER D. LOOMIS, JR.
            SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               RIBAPHARM INC.
                             3300 HYLAND AVENUE
                            COSTA MESA, CA 92626
                               (800) 514-7422
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

=========================================================================================================================
                                                                     PROPOSED
                                                                     MAXIMUM         PROPOSED MAXIMUM
              TITLE OF SECURITIES                AMOUNT TO BE     OFFERING PRICE       AGGREGATE          AMOUNT OF
               TO BE REGISTERED                   REGISTERED (1)    PER SHARE (2)    OFFERING PRICE    REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Common stock,  par value $0.01 per share
 under the Stock Option and Award Plan           22,500,000         $9.02          $202,950,000      $18,671.40
-------------------------------------------------------------------------------------------------------------------------

Common Stock par value $0.01 per share under        100,000         $9.02              $902,000          $82.99
the 2002 Nonemployee Director Retainer Fee Plan
-------------------------------------------------------------------------------------------------------------------------
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issued in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 of the Securities Act of
     1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) of the Securities Act based on the
     average of the high and low sales prices for the Common Stock as
     reported by the New York Stock Exchange on June 20, 2002, a date
     within five business days prior to the date on which this Registration
     Statement is being filed.
PART I
                              EXPLANATORY NOTE

     This Form S-8 Registration  Statement  relates to 22,500,000 shares of
our Common  Stock which may be issued under our 2002 Stock Option and Award
Plan,  and 100,000 shares of our Common Stock which may be issued under our
2002 Nonemployee Director Retainer Fee Plan (collectively, the "Plans").

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     ITEM 1.   PLAN INFORMATION*

     ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

     * The  documents  containing  information  specified by Part I of this
Registration  Statement will be delivered to  participants  in the Plans as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  (the "SEC") under the Securities  Act. These  documents are not
required to be filed with the SEC but constitute  (along with the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of Part II hereof) a prospectus  that meets the  requirements  of Section
10(a) of the Securities Act.

     References to the  "Registrant" in this  Registration  Statement shall
mean Ribapharm Inc., a Delaware corporation.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference  facilities  located at Room 1204, 450 Fifth
Street, N.W., Washington,  D.C., 20549 and 175 W. Jackson Blvd., Suite 900,
Chicago,  IL, 60609 upon payment of fees prescribed by the SEC. Please call
the SEC at 1-800-SEC-0330  for further  information on the public reference
rooms.  Our SEC filings are also available to the public from the SEC's web
site at  http://www.sec.gov.  Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange located at 20 Broad Street, New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by reference  the following  documents and any future  filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  prior to the
termination of the offering:

     (a)  Our  prospectus  filed with the SEC on April 12, 2002 pursuant to
          Rule  424(b)  of  the  Securities  Act  in  connection  with  our
          Registration  Statement  No.  333-39350  on Form S-1, as amended,
          which includes our audited  financial  statements for each of the
          fiscal  years ended  December  31,  1999,  December  31, 2000 and
          December 31, 2001, and describes the terms, rights and provisions
          applicable to the Common Stock.

     (b)  Our  Registration  Statement  on Form 8-A  filed  with the SEC on
          April 5, 2002,  which describes the terms,  rights and provisions
          applicable to the Common Stock.

     (c)  Our Quarterly  Report on Form 10-Q for the period ended March 31,
          2002 filed with the SEC on May 28, 2002.

     ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Fried,  Frank,  Harris,  Shriver & Jacobson (a  partnership  including
professional corporations), New York, New York, will pass upon the validity
of the issuance of the shares of Common Stock.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As  permitted  by  Delaware  law,  our  certificate  of  incorporation
provides  that  no  director  will  be  personally  liable  to  us  or  our
stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, except for liability:

     o    for any breach of duty of loyalty to us or to our stockholders;

     o    for  acts  or  omissions  not  in  good  faith  or  that  involve
          intentional misconduct or a knowing violation of law;

     o    for unlawful  payment of dividends or unlawful stock  repurchases
          or  redemptions   under  Section  174  of  the  Delaware  General
          Corporation Law; or

     o    for any transaction  from which the director  derived an improper
          personal benefit.

     Our  certificate  of  incorporation  further  provides  that  we  must
indemnify our directors to the fullest extent permitted by Delaware law. In
addition, our amended and restated bylaws provide that:

     o    we are required to indemnify  our  directors  and officers to the
          fullest  extent  permitted  by Delaware  law,  subject to limited
          exceptions;

     o    we may  indemnify  our other  employees  and agents to the extent
          that we indemnify our officers and  directors,  unless  otherwise
          prohibited by law, our certificate of  incorporation,  our bylaws
          or other agreements;

     o    we  are  required  to  advance  expenses  to  our  directors  and
          executive   officers  as  incurred  in   connection   with  legal
          proceedings against them for which they may be indemnified; and

     o    the rights conferred in the bylaws are not exclusive.

     We entered into indemnification  agreements with each of our directors
and officers  that would require us to indemnify  them against  liabilities
that may  arise by  reason  of their  status or  service  as  directors  or
officers  and  to  advance  their  expenses  incurred  as a  result  of any
proceeding  against  them.  However,  we will not  indemnify  directors  or
officers with respect to liabilities  arising from willful  misconduct of a
culpable nature.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.
ITEM 8.   EXHIBITS

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1                      Form  of  Amended  and  Restated   Certificate  of
                         Incorporation,  previously filed as Exhibit 3.1 to
                         Registration  Statement No. 333-39350 on Form S-1,
                         as amended  (the  "Form  S-1"),  and  incorporated
                         herein by reference.

4.2                      Form of Amended and Restated  By-Laws,  previously
                         filed  as   Exhibit   3.2  to  the  Form  S-1  and
                         incorporated herein by reference.

4.3                      Ribapharm  Inc.  2002 Stock Option and Award Plan,
                         previously  filed as Exhibit  10.1 to the Form S-1
                         and incorporated herein by reference.

4.4*                     Amended   and   Restated   Ribapharm   Inc.   2002
                         Nonemployee Director Retainer Fee Plan.

4.5*                     Amendment  No.  1 to  Ribapharm  Inc.  2002  Stock
                         Option and Award Plan.

5.1*                     Opinion  of  Fried,  Frank,   Harris,   Shriver  &
                         Jacobson.

23.1                     Consent  of  Fried,  Frank,   Harris,   Shriver  &
                         Jacobson (included in Exhibit 5.1).

23.2*                    Consent of PricewaterhouseCoopers LLP.

24                       Power of Attorney (included in the signature pages
                         of this Registration Statement).

--------------------
*    Filed herewith.

     ITEM 9.   UNDERTAKINGS

     We hereby undertake:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of this  Registration  Statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in this Registration Statement;

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously  disclosed  in  this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided,  however,  that the undertakings set forth in paragraphs (i)
     and (ii) do not apply if the information  required to be included in a
     post-effective  amendment by those paragraphs is contained in periodic
     reports  filed with or  furnished to the SEC by us pursuant to Section
     13 or  Section  15(d) of the  Exchange  Act that are  incorporated  by
     reference in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

          (c) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

          (d) That, for the purpose of determining  any liability under the
     Securities  Act, each filing of our annual report  pursuant to Section
     13(a) or Section  15(d) of the  Exchange Act that is  incorporated  by
     reference in this  Registration  Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to our directors,  officers and controlling
persons pursuant to the provisions described in Item 6 of this Registration
Statement,  or  otherwise,  we have been advised that in the opinion of the
SEC such  indemnification  is against  public  policy as  expressed  in the
Securities Act and is, therefore,  unenforceable. In the event that a claim
for indemnification  against such liabilities (other than the payment by us
of  expenses  incurred  or  paid  by  one  of our  directors,  officers  or
controlling  persons  in the  successful  defense  of any  action,  suit or
proceeding)  is asserted by one of our  directors,  officers or controlling
persons in connection with the securities being registered, we will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by us is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the City of Costa Mesa, State of California,
on June 24, 2002.

                                    RIBAPHARM INC.

                                    By:/s/ Johnson Y.N. Lau
                                       --------------------------------
                                       Johnson Y.N. Lau
                                       President and Chief Executive Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That each of the undersigned officers and directors of Ribapharm Inc.,
hereby constitutes and appoints Roger D. Loomis, Jr. and Thomas Stankovich,
and  each  of them  acting  individually,  as his or her  true  and  lawful
attorney-in-fact  and agent, each with full power of substitution,  for him
or her in any and all  capacities,  to sign any and all  amendments to this
Registration  Statement  (including any  post-effective  amendments) and to
file the same,  with  exhibits  thereto and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby ratifying
and confirming our signatures as they may be signed by our said attorney to
any and all amendments to said Registration Statement.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.
SIGNATURE                            TITLE                                        DATE
--------------------------   ---------------------------------------------------   ------------------
/s/ Johnson Y.N. Lau      President, Chief Executive Officer and
--------------------------   Director (Principal Executive Officer)                  June 24, 2002
   Johnson Y.N. Lau

   /s/ Thomas Stankovich     Senior Vice President and Chief Financial
--------------------------   Officer (Principal Financial Officer and
  Thomas Stankovich          Principal Accounting Officer)                           June 24, 2002

   /s/ Hans Thierstein
--------------------------   Chairman of the Board and Director                      June 24, 2002
   Hans Thierstein

   /s/ Kim Campbell
--------------------------
     Kim Campbell            Director                                                June 24, 2002

   /s/ Roger Guillemin
--------------------------
   Roger Guillemin           Director                                                June 24, 2002

   /s/ Arnold H. Kroll
--------------------------
   Arnold H. Kroll           Director                                                June 24, 2002

   /s/ Roberts A. Smith
--------------------------
   Roberts A. Smith          Director                                                June 24, 2002

   /s/ John Vierling
--------------------------
    John Vierling            Director                                                June 24, 2002
INDEX TO EXHIBITS

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1                      Form  of  Amended  and  Restated   Certificate  of
                         Incorporation,  previously filed as Exhibit 3.1 to
                         Registration  Statement No. 333-39350 on Form S-1,
                         as amended  (the  "Form  S-1"),  and  incorporated
                         herein by reference.

4.2                      Form of Amended and Restated  By-Laws,  previously
                         filed  as   Exhibit   3.2  to  the  Form  S-1  and
                         incorporated herein by reference.

4.3                      Ribapharm  Inc.  2002 Stock Option and Award Plan,
                         previously  filed as Exhibit  10.1 to the Form S-1
                         and incorporated herein by reference.

4.4*                     Amended   and   Restated   Ribapharm   Inc.   2002
                         Nonemployee Director Retainer Fee Plan.

4.5*                     Amendment  No.  1 to  Ribapharm  Inc.  2002  Stock
                         Option and Award Plan.

5.1*                     Opinion  of  Fried,  Frank,   Harris,   Shriver  &
                         Jacobson.

23.1                     Consent  of  Fried,  Frank,   Harris,   Shriver  &
                         Jacobson (included in Exhibit 5.1).

23.2*                    Consent of PricewaterhouseCoopers LLP.

24                       Power of Attorney (included in the signature pages
                         of this Registration Statement).

--------------------
*    Filed herewith.