As filed with the Securities and Exchange Commission on June 23, 1999
                                        Registration No. 333 -
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                    -----------------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                    -----------------------------------
                         ICN PHARMACEUTICALS, INC.
           (Exact name of registrant as specified in its charter)


         Delaware                                              33-0628076
     (State or other                                        (I.R.S. Employer
     jurisdiction of                                     Identification Number)
     incorporation or
      organization)
                             3300 Hyland Avenue
                        Costa Mesa, California 92626
                          (Address of registrant's
                            principal executive
                                  offices)

             ICN PHARMACEUTICALS, INC. LONG-TERM INCENTIVE PLAN
                          (Full title of the plan)

                            David C. Watt, Esq.
     Executive Vice President, General Counsel and Corporate Secretary
                         ICN Pharmaceuticals, Inc.
              3300 Hyland Avenue, Costa Mesa, California 92626
                               (714) 545-0100
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE

==============================================================================
                                           Proposed      Proposed
    Title of Securities       Amount to    Maximum       Maximum      Amount of
      to be Registered           be        Offering     Aggregate   Registration
                             Registered   Price Per      Offering        Fee
                                           Share(1)      Price(1)

------------------------------------------------------------------------------
Common Stock, $.01 par        600,000     $31.69(2)    $19,014,000   $5,285.89
value per share               shares



==============================================================================
(1)  Includes an indeterminate number of shares of Company's Common Stock
     that may be issuable by reason of stock splits, stock dividends or
     similar transactions in accordance with Rule 416 under the Securities
     Act of 1933.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act of 1933, based upon the
     average of the high and low prices of the Registrant's Common Stock as
     reported by the New York Stock Exchange on June 18, 1999.
<PAGE>
                              EXPLANATORY NOTE

     This Registration  Statement registers 600,000 shares of the Company's
Common Stock issuable  pursuant to its Long-Term  Stock  Incentive Plan. As
permitted  by the rules of the  Securities  and Exchange  Commission,  (the
"SEC"), this Registration Statement omits the information specified in Part
I of Form S-8.

                                  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 rooms in Washington,  D.C., New York, NY and
Chicago,  IL. 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,  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  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

          (a) The  Company's  Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the SEC on March 31, 1999,  as amended on Form
10-K/A filed with the SEC on April 30, 1999;

          (b) The Company's  Quarterly Report on Form 10-Q, for the quarter
ended March 31, 1999 filed with the SEC on May 17, 1999;

          (c)  Current  Reports on Form 8-K filed with the SEC on March 19,
1999; and

          (d)  The  description  of  the  Common  Stock  contained  in  the
Registration Statement on Form 8-A, dated November 10, 1994.

          You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

          David C. Watt, Esq.
          Executive Vice President, General Counsel
          and Corporate Secretary
          ICN Pharmaceuticals, Inc.
          3300 Hyland Avenue, Costa Mesa, California 92626
          (714) 545-0100
<PAGE>
Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The legality of the securities  offered pursuant to this  Registration
Statement  has been  passed  upon for the  Company by David C. Watt,  Esq.,
Executive Vice President, General Counsel and Corporate Secretary. Mr. Watt
currently holds shares of the Common Stock and options to acquire shares of
the Common Stock.


Item 6.  Indemnification of Directors and Officers

     Section 145 of the  General  Corporation  Law of Delaware  (the "GCL")
empowers a corporation  to indemnify any person who was or is a party or is
threatened  to be made a party  to any  threatened,  pending  or  completed
action,  suit or proceeding,  whether civil,  criminal,  administrative  or
investigative  by reason  of the fact that he or she is or was a  director,
officer,  employee or agent of the  corporation or is or was serving at the
request of the  corporation  as a director,  officer,  employee or agent of
another  corporation  or  enterprise.  Depending  on the  character  of the
proceeding,   a  corporation  may  indemnify  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement actually
and reasonably  incurred in connection with such action, suit or proceeding
if the  person  indemnified  acted in good  faith and in a manner he or she
reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  and with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful.  In the case of an action
by or in the right of the corporation, no indemnification may be made other
than for expenses  (including  attorneys' fees), and no indemnification for
expenses  may be made in respect to any claim,  issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless
and only to the  extent  that the Court of  Chancery  or the court in which
such  action  or  suit  was  brought  shall   determine  that  despite  the
adjudication of liability such person is fairly and reasonably  entitled to
indemnity for such expenses which the court shall deem proper.

     Section 145 further  provides that to the extent a director or officer
of a corporation has been successful in the defense of any action,  suit or
proceeding  referred  to above or in the  defense  of any  claim,  issue or
matter therein, he or she shall be indemnified  against expenses (including
attorneys'  fees)  actually  and  reasonably  incurred  by  him  or  her in
connection therewith. However, if the director or officer is not successful
in the defense of any action, suit or proceeding as referred to above or in
the  defense  of any  claim,  issue or  matter  therein,  he shall  only be
indemnified  by the  corporation  as authorized in the specific case upon a
determination  that  indemnification  is proper  because  he or she met the
applicable  standard  set forth  above as  determined  by a majority of the
disinterested Board of Directors or by the stockholders.

     The  Company's  bylaws  provide  indemnification  to its  officers and
directors against liability they may incur in their capacity as such, which
indemnification  is  similar to that  provided  by  Section  145,  unless a
determination  is  reasonably  and  promptly  made  by a  majority  of  the
disinterested Board of Directors that the indemnitee acted in bad faith and
in a manner that the  indemnitee did not believe to be in or not opposed to
the best  interests  of the  Company,  or,  with  respect  to any  criminal
proceeding, that the indemnitee believed or had reasonable cause to believe
that his or her conduct was unlawful.

     The Company  carries  directors'  and officers'  liability  insurance,
covering losses up to $5,000,000 (subject to a $500,000 deductible).

     The Company, as a matter of policy, enters into indemnification
agreements with its directors and officers indemnifying them against
liability they may incur in their capacity as such. The indemnification
agreements require no specific standard of conduct for indemnification and
make no distinction between civil and criminal proceedings, except in
proceedings where the dishonesty of an indemnitee is alleged. Such
indemnification is not available if an indemnitee is adjudicated to have
acted in a deliberately dishonest manner with actual dishonest purpose and
intent where such acts were material to the adjudicated proceeding.
Additionally, the indemnity agreements provide indemnification for any
judgment or amount paid in settlement of claims by or in the right of the
Company. The indemnification agreements provide that the Company is not
required to provide indemnification for any claim against an indemnitee
where the claim is based upon the indemnitee obtaining personal advantage
or profit to which he or she was not legally entitled, the claim is for an
accounting of profits made in connection with a violation of Section16(b)
of the Exchange Act, or similar state law provision, or the claim was
brought about or contributed to by the dishonesty of the indemnitee.

     Section 102(b)(7) of the GCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of a director
(i)for any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL (relating to unlawful payment of dividend and
unlawful stock purchase and redemption), or (iv) for any transaction from
which the director derived an improper personal benefit. The Company has
provided in its certificate of incorporation, as amended, that its
directors shall be exculpated from liability as provided under Section
102(b)(7).



Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

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

4.1   --     Amended  and  Restated   Certificate   of   Incorporation   of
             Registrant, filed as Exhibit 3.1 to Registration Statement No.
             33-83952  on  Form  S-1,  which  is  incorporated   herein  by
             reference,  as amended  by the  Certificate  of Merger,  dated
             November  10,  1994,  of  ICN   Pharmaceuticals,   Inc.,   SPI
             Pharmaceuticals,  Inc.,  and Viratek,  Inc.  with and into ICN
             Merger Corp.,  filed as Exhibit 4.1 to Registration  Statement
             No.  333-08179 on Form S-3,  which is  incorporated  herein by
             reference.*

4.2   --     Bylaws of the Registrant, filed as Exhibit 3.2 to Registration
             Statement  No.  33-83952  on Form S-1,  which is  incorporated
             herein by reference.*

4.3   --     Form of Rights Agreement, dated as of November 2, 1994 between
             the  Registrant and American Stock Transfer & Trust Company as
             Trustee,  previously  filed  as  Exhibit  4.3 to  Registration
             Statement  on Form 8-A,  dated  November  10,  1994,  which is
             incorporated herein by reference.*

4.4   --     ICN Pharmaceuticals,  Inc. Long-Term Incentive Plan previously
             filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for
             the quarter ended June 30, 1998,  and  incorporated  herein by
             reference. *

5.1   --     Opinion of David C. Watt, Esq.,  Executive General Counsel and
             Corporate  Secretary  regarding  legality  of shares of Common
             Stock covered by the Registration statement.

15.1  --     Awareness   letter  of   independent   accountants   regarding
             unaudited interim financial statements

23.1  --     Consent  of  PricewaterhouseCoopers  LLP,  independent  public
             accountants.

23.2  --     Consent  of David C. Watt,  Esq.,  Executive  Vice  President,
             General Counsel and Corporate  Secretary  (included in Exhibit
             5.1).

24.1  --     Powers of Attorney (included on the signature pages)

* Incorporated by Reference.

Item 9.  Undertakings

      The Company hereby undertakes:

               (a) To file,  during any period in which offers or sales are
     being made, a post-effective  amendment to the Registration  Statement
     to  include  any  material  information  with  respect  to the plan of
     distribution not previously disclosed in the Registration Statement or
     any material change to such information in the Registration Statement.

               (b) That, for the purpose of determining any liability under
     the Securities Act, each post-effective amendment to 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.

               (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 the  Company's  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 directors, officers and controlling
     persons  of the  Company  pursuant  to the  foregoing  provisions,  or
     otherwise,  the  Company has been  advised  that in the opinion of the
     Commission 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 the Company of expenses incurred or paid by a director,
     officer or controlling person of the Company in the successful defense
     of any action,  suit or  proceeding)  is  asserted  by such  director,
     officer or controlling  person in connection with the securities being
     registered, the Company 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
     it is against  public  policy as expressed in the  Securities  Act and
     will be governed by the final adjudication of such issue.
<PAGE>
                                 SIGNATURES

     The Company.  Pursuant to the  requirements  of the  Securities Act of
1933, the Company 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 Costa Mesa, California, on June 23, 1999.



                                    ICN PHARMACEUTICALS, INC.





                                    By:  /s/ David C. Watt, Esq.
                                       ------------------------

                                       David C. Watt, Esq.
                                       Executive Vice President,
                                       General Counsel and
                                       Corporate Secretary


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENT,  that each person whose  signature
appears below hereby  constitutes and appoints David C. Watt, Esq. and John
E. Giordani, and each of them, as his true and lawful attorneys-in-fact and
agents,   each  acting  alone,   with  full  powers  of  substitution   and
resubstitution, for him in his or her name, place and stead, in any and all
capacities,  to sign any and all amendments to this Registration Statement,
including any and all  amendments,  and any and all documents in connection
therewith,  and to file  the  same,  with  all  exhibits  thereto,  and all
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission,  granting unto said attorneys-in-fact and agents full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person,  and hereby ratifies,  approves
and confirms all that his said  attorneys-in-fact  and agents,  each acting
alone,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:


               Signature                    Title                       Date
               ---------                    -----                       ----

                                     Chairman and Chief Executive June 23, 1999
   /s/ Milan Panic                     Officer
   ---------------------------------
   Milan Panic



   /s/ John E. Giordani              Executive Vice President -   June 23, 1999
   ---------------------------------   Chief Financial Officer
   John E. Giordani



   /s/ Adam Jerney                   Director, President -        June 23, 1999
   ---------------------------------   Chief Operating Officer
   Adam Jerney



   /s/ Norman Baker, Jr.
   ---------------------------------     Director                 June 23, 1999
   Norman Barker, Jr.


   /s/ Senator Birch Bayh, Esq.
   ---------------------------------     Director                 June 23, 1999
   Senator Birch Bayh, Esq.



   /s/ Alan F. Charles                   Director                 June 23, 1999
   ---------------------------------
   Alan F. Charles



   /s/ Roger Guillemin, M.D., Ph.D.      Director                 June 23, 1999
   ---------------------------------
   Roger Guillemin, M.D., Ph.D.



   /s/ Weldon B. Jolley, Ph.D.           Director                 June 23, 1999
   ---------------------------------
   Weldon B. Jolley, Ph.D.



   /s/ Andrei V. Kozyrev                 Director                 June 23, 1999
   ---------------------------------
   Andrei V. Kozyrev



   /s/ Jean-Francois Kurz                Director                 June 23, 1999
   ---------------------------------
   Jean-Francois Kurz



   /s/ Thomas H. Lenagh                  Director                 June 23, 1999
   ---------------------------------
   Thomas H. Lenagh



   /s/ Charles T. Manatt                 Director                 June 23, 1999
   ---------------------------------
   Charles T. Manatt



   /s/ Stephen D. Moses                  Director                 June 23, 1999
   ---------------------------------
   Stephen D. Moses



   /s/ Michael Smith, Ph.D.              Director                 June 23, 1999
   ---------------------------------
   Michael Smith, Ph.D.



   /s/ Roberts A. Smith, Ph.D.           Director                 June 23, 1999
   ---------------------------------
   Roberts A. Smith, Ph.D.



   /s/ Richard W. Starr                  Director                 June 23, 1999
   ---------------------------------
   Richard W. Starr
<PAGE>

                             INDEX TO EXHIBITS
                             -----------------

 Exhibit No.                     Description of Exhibit            Page No.
 -----------                     ----------------------            --------


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

4.1   --    Amended  and   Restated   Certificate   of   Incorporation   of
            Registrant,  filed as Exhibit 3.1 to Registration Statement No.
            33-83952  on  Form  S-1,  which  is   incorporated   herein  by
            reference,  as amended  by the  Certificate  of  Merger,  dated
            November  10,  1994,   of  ICN   Pharmaceuticals,   Inc.,   SPI
            Pharmaceuticals,  Inc.,  and  Viratek,  Inc.  with and into ICN
            Merger Corp.,  filed as Exhibit 4.1 to  Registration  Statement
            No.  333-08179  on Form S-3,  which is  incorporated  herein by
            reference.*

4.2   --    Bylaws of the Registrant,  filed as Exhibit 3.2 to Registration
            Statement  No.  33-83952  on Form  S-1,  which is  incorporated
            herein by reference.*

4.3   --    Form of Rights Agreement,  dated as of November 2, 1994 between
            the  Registrant  and American Stock Transfer & Trust Company as
            Trustee,  previously  filed  as  Exhibit  4.3  to  Registration
            Statement  on Form  8-A,  dated  November  10,  1994,  which is
            incorporated herein by reference.*

4.4   --    ICN  Pharmaceuticals,  Inc. Long-Term Incentive Plan previously
            filed as Exhibit 10.1 to our Quarterly  Report on Form 10-Q for
            the quarter  ended June 30, 1998,  and  incorporated  herein by
            reference. *

5.1   --    Opinion of David C. Watt, Esq.,  Executive  General Counsel and
            Corporate  Secretary  regarding  legality  of  shares of Common
            Stock covered by the Registration statement.

15.1  --    Awareness letter of independent accountants regarding unaudited
            interim financial statements

23.1  --    Consent  of  PricewaterhouseCoopers   LLP,  independent  public
            accountants.

23.2  --    Consent  of David C.  Watt,  Esq.,  Executive  Vice  President,
            General  Counsel and Corporate  Secretary  (included in Exhibit
            5.1).

24.1  --    Powers of Attorney (included on the signature pages)

* Incorporated by Reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24307}]
{"company-data": {"conformed-name": "ICN PHARMACEUTICALS INC", "cik": "0000930184", "assigned-sic": "2834", "irs-number": "330628076", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81383", "film-number": "99650977"}, "business-address": {"street1": "3300 HYLAND AVE", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7146683102"}, "mail-address": {"street1": "3300 HYLAND AVE", "city": "COSTA MESA", "state": "CA", "zip": "92626"}, "former-company": {"former-conformed-name": "ICN MERGER CORP", "date-changed": "19940915"}}
As filed with the Securities and Exchange Commission on June 23, 1999
                                        Registration No. 333 -
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                    -----------------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                    -----------------------------------
                         ICN PHARMACEUTICALS, INC.
           (Exact name of registrant as specified in its charter)

         Delaware                                              33-0628076
     (State or other                                        (I.R.S. Employer
     jurisdiction of                                     Identification Number)
     incorporation or
      organization)
                             3300 Hyland Avenue
                        Costa Mesa, California 92626
                          (Address of registrant's
                            principal executive
                                  offices)

             ICN PHARMACEUTICALS, INC. LONG-TERM INCENTIVE PLAN
                          (Full title of the plan)

                            David C. Watt, Esq.
     Executive Vice President, General Counsel and Corporate Secretary
                         ICN Pharmaceuticals, Inc.
              3300 Hyland Avenue, Costa Mesa, California 92626
                               (714) 545-0100
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE

==============================================================================
                                           Proposed      Proposed
    Title of Securities       Amount to    Maximum       Maximum      Amount of
      to be Registered           be        Offering     Aggregate   Registration
                             Registered   Price Per      Offering        Fee
                                           Share(1)      Price(1)

------------------------------------------------------------------------------
Common Stock, $.01 par        600,000     $31.69(2)    $19,014,000   $5,285.89
value per share               shares

==============================================================================
(1)  Includes an indeterminate number of shares of Company's Common Stock
     that may be issuable by reason of stock splits, stock dividends or
     similar transactions in accordance with Rule 416 under the Securities
     Act of 1933.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act of 1933, based upon the
     average of the high and low prices of the Registrant's Common Stock as
     reported by the New York Stock Exchange on June 18, 1999.
EXPLANATORY NOTE

     This Registration  Statement registers 600,000 shares of the Company's
Common Stock issuable  pursuant to its Long-Term  Stock  Incentive Plan. As
permitted  by the rules of the  Securities  and Exchange  Commission,  (the
"SEC"), this Registration Statement omits the information specified in Part
I of Form S-8.

                                  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 rooms in Washington,  D.C., New York, NY and
Chicago,  IL. 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,  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  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

          (a) The  Company's  Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the SEC on March 31, 1999,  as amended on Form
10-K/A filed with the SEC on April 30, 1999;

          (b) The Company's  Quarterly Report on Form 10-Q, for the quarter
ended March 31, 1999 filed with the SEC on May 17, 1999;

          (c)  Current  Reports on Form 8-K filed with the SEC on March 19,
1999; and

          (d)  The  description  of  the  Common  Stock  contained  in  the
Registration Statement on Form 8-A, dated November 10, 1994.

          You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

          David C. Watt, Esq.
          Executive Vice President, General Counsel
          and Corporate Secretary
          ICN Pharmaceuticals, Inc.
          3300 Hyland Avenue, Costa Mesa, California 92626
          (714) 545-0100
Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The legality of the securities  offered pursuant to this  Registration
Statement  has been  passed  upon for the  Company by David C. Watt,  Esq.,
Executive Vice President, General Counsel and Corporate Secretary. Mr. Watt
currently holds shares of the Common Stock and options to acquire shares of
the Common Stock.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the  General  Corporation  Law of Delaware  (the "GCL")
empowers a corporation  to indemnify any person who was or is a party or is
threatened  to be made a party  to any  threatened,  pending  or  completed
action,  suit or proceeding,  whether civil,  criminal,  administrative  or
investigative  by reason  of the fact that he or she is or was a  director,
officer,  employee or agent of the  corporation or is or was serving at the
request of the  corporation  as a director,  officer,  employee or agent of
another  corporation  or  enterprise.  Depending  on the  character  of the
proceeding,   a  corporation  may  indemnify  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement actually
and reasonably  incurred in connection with such action, suit or proceeding
if the  person  indemnified  acted in good  faith and in a manner he or she
reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  and with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful.  In the case of an action
by or in the right of the corporation, no indemnification may be made other
than for expenses  (including  attorneys' fees), and no indemnification for
expenses  may be made in respect to any claim,  issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless
and only to the  extent  that the Court of  Chancery  or the court in which
such  action  or  suit  was  brought  shall   determine  that  despite  the
adjudication of liability such person is fairly and reasonably  entitled to
indemnity for such expenses which the court shall deem proper.

     Section 145 further  provides that to the extent a director or officer
of a corporation has been successful in the defense of any action,  suit or
proceeding  referred  to above or in the  defense  of any  claim,  issue or
matter therein, he or she shall be indemnified  against expenses (including
attorneys'  fees)  actually  and  reasonably  incurred  by  him  or  her in
connection therewith. However, if the director or officer is not successful
in the defense of any action, suit or proceeding as referred to above or in
the  defense  of any  claim,  issue or  matter  therein,  he shall  only be
indemnified  by the  corporation  as authorized in the specific case upon a
determination  that  indemnification  is proper  because  he or she met the
applicable  standard  set forth  above as  determined  by a majority of the
disinterested Board of Directors or by the stockholders.

     The  Company's  bylaws  provide  indemnification  to its  officers and
directors against liability they may incur in their capacity as such, which
indemnification  is  similar to that  provided  by  Section  145,  unless a
determination  is  reasonably  and  promptly  made  by a  majority  of  the
disinterested Board of Directors that the indemnitee acted in bad faith and
in a manner that the  indemnitee did not believe to be in or not opposed to
the best  interests  of the  Company,  or,  with  respect  to any  criminal
proceeding, that the indemnitee believed or had reasonable cause to believe
that his or her conduct was unlawful.

     The Company  carries  directors'  and officers'  liability  insurance,
covering losses up to $5,000,000 (subject to a $500,000 deductible).

     The Company, as a matter of policy, enters into indemnification
agreements with its directors and officers indemnifying them against
liability they may incur in their capacity as such. The indemnification
agreements require no specific standard of conduct for indemnification and
make no distinction between civil and criminal proceedings, except in
proceedings where the dishonesty of an indemnitee is alleged. Such
indemnification is not available if an indemnitee is adjudicated to have
acted in a deliberately dishonest manner with actual dishonest purpose and
intent where such acts were material to the adjudicated proceeding.
Additionally, the indemnity agreements provide indemnification for any
judgment or amount paid in settlement of claims by or in the right of the
Company. The indemnification agreements provide that the Company is not
required to provide indemnification for any claim against an indemnitee
where the claim is based upon the indemnitee obtaining personal advantage
or profit to which he or she was not legally entitled, the claim is for an
accounting of profits made in connection with a violation of Section16(b)
of the Exchange Act, or similar state law provision, or the claim was
brought about or contributed to by the dishonesty of the indemnitee.

     Section 102(b)(7) of the GCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of a director
(i)for any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL (relating to unlawful payment of dividend and
unlawful stock purchase and redemption), or (iv) for any transaction from
which the director derived an improper personal benefit. The Company has
provided in its certificate of incorporation, as amended, that its
directors shall be exculpated from liability as provided under Section
102(b)(7).

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

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

4.1   --     Amended  and  Restated   Certificate   of   Incorporation   of
             Registrant, filed as Exhibit 3.1 to Registration Statement No.
             33-83952  on  Form  S-1,  which  is  incorporated   herein  by
             reference,  as amended  by the  Certificate  of Merger,  dated
             November  10,  1994,  of  ICN   Pharmaceuticals,   Inc.,   SPI
             Pharmaceuticals,  Inc.,  and Viratek,  Inc.  with and into ICN
             Merger Corp.,  filed as Exhibit 4.1 to Registration  Statement
             No.  333-08179 on Form S-3,  which is  incorporated  herein by
             reference.*

4.2   --     Bylaws of the Registrant, filed as Exhibit 3.2 to Registration
             Statement  No.  33-83952  on Form S-1,  which is  incorporated
             herein by reference.*

4.3   --     Form of Rights Agreement, dated as of November 2, 1994 between
             the  Registrant and American Stock Transfer & Trust Company as
             Trustee,  previously  filed  as  Exhibit  4.3 to  Registration
             Statement  on Form 8-A,  dated  November  10,  1994,  which is
             incorporated herein by reference.*

4.4   --     ICN Pharmaceuticals,  Inc. Long-Term Incentive Plan previously
             filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for
             the quarter ended June 30, 1998,  and  incorporated  herein by
             reference. *

5.1   --     Opinion of David C. Watt, Esq.,  Executive General Counsel and
             Corporate  Secretary  regarding  legality  of shares of Common
             Stock covered by the Registration statement.

15.1  --     Awareness   letter  of   independent   accountants   regarding
             unaudited interim financial statements

23.1  --     Consent  of  PricewaterhouseCoopers  LLP,  independent  public
             accountants.

23.2  --     Consent  of David C. Watt,  Esq.,  Executive  Vice  President,
             General Counsel and Corporate  Secretary  (included in Exhibit
             5.1).

24.1  --     Powers of Attorney (included on the signature pages)

* Incorporated by Reference.

Item 9.  Undertakings

      The Company hereby undertakes:

               (a) To file,  during any period in which offers or sales are
     being made, a post-effective  amendment to the Registration  Statement
     to  include  any  material  information  with  respect  to the plan of
     distribution not previously disclosed in the Registration Statement or
     any material change to such information in the Registration Statement.

               (b) That, for the purpose of determining any liability under
     the Securities Act, each post-effective amendment to 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.

               (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 the  Company's  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 directors, officers and controlling
     persons  of the  Company  pursuant  to the  foregoing  provisions,  or
     otherwise,  the  Company has been  advised  that in the opinion of the
     Commission 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 the Company of expenses incurred or paid by a director,
     officer or controlling person of the Company in the successful defense
     of any action,  suit or  proceeding)  is  asserted  by such  director,
     officer or controlling  person in connection with the securities being
     registered, the Company 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
     it is against  public  policy as expressed in the  Securities  Act and
     will be governed by the final adjudication of such issue.
SIGNATURES

     The Company.  Pursuant to the  requirements  of the  Securities Act of
1933, the Company 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 Costa Mesa, California, on June 23, 1999.

                                    ICN PHARMACEUTICALS, INC.

                                    By:  /s/ David C. Watt, Esq.
                                       ------------------------

                                       David C. Watt, Esq.
                                       Executive Vice President,
                                       General Counsel and
                                       Corporate Secretary

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENT,  that each person whose  signature
appears below hereby  constitutes and appoints David C. Watt, Esq. and John
E. Giordani, and each of them, as his true and lawful attorneys-in-fact and
agents,   each  acting  alone,   with  full  powers  of  substitution   and
resubstitution, for him in his or her name, place and stead, in any and all
capacities,  to sign any and all amendments to this Registration Statement,
including any and all  amendments,  and any and all documents in connection
therewith,  and to file  the  same,  with  all  exhibits  thereto,  and all
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission,  granting unto said attorneys-in-fact and agents full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person,  and hereby ratifies,  approves
and confirms all that his said  attorneys-in-fact  and agents,  each acting
alone,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:

               Signature                    Title                       Date
               ---------                    -----                       ----

                                     Chairman and Chief Executive June 23, 1999
   /s/ Milan Panic                     Officer
   ---------------------------------
   Milan Panic

   /s/ John E. Giordani              Executive Vice President -   June 23, 1999
   ---------------------------------   Chief Financial Officer
   John E. Giordani

   /s/ Adam Jerney                   Director, President -        June 23, 1999
   ---------------------------------   Chief Operating Officer
   Adam Jerney

   /s/ Norman Baker, Jr.
   ---------------------------------     Director                 June 23, 1999
   Norman Barker, Jr.

   /s/ Senator Birch Bayh, Esq.
   ---------------------------------     Director                 June 23, 1999
   Senator Birch Bayh, Esq.

   /s/ Alan F. Charles                   Director                 June 23, 1999
   ---------------------------------
   Alan F. Charles

   /s/ Roger Guillemin, M.D., Ph.D.      Director                 June 23, 1999
   ---------------------------------
   Roger Guillemin, M.D., Ph.D.

   /s/ Weldon B. Jolley, Ph.D.           Director                 June 23, 1999
   ---------------------------------
   Weldon B. Jolley, Ph.D.

   /s/ Andrei V. Kozyrev                 Director                 June 23, 1999
   ---------------------------------
   Andrei V. Kozyrev

   /s/ Jean-Francois Kurz                Director                 June 23, 1999
   ---------------------------------
   Jean-Francois Kurz

   /s/ Thomas H. Lenagh                  Director                 June 23, 1999
   ---------------------------------
   Thomas H. Lenagh

   /s/ Charles T. Manatt                 Director                 June 23, 1999
   ---------------------------------
   Charles T. Manatt

   /s/ Stephen D. Moses                  Director                 June 23, 1999
   ---------------------------------
   Stephen D. Moses

   /s/ Michael Smith, Ph.D.              Director                 June 23, 1999
   ---------------------------------
   Michael Smith, Ph.D.

   /s/ Roberts A. Smith, Ph.D.           Director                 June 23, 1999
   ---------------------------------
   Roberts A. Smith, Ph.D.

   /s/ Richard W. Starr                  Director                 June 23, 1999
   ---------------------------------
   Richard W. Starr
INDEX TO EXHIBITS
                             -----------------

 Exhibit No.                     Description of Exhibit            Page No.
 -----------                     ----------------------            --------

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

4.1   --    Amended  and   Restated   Certificate   of   Incorporation   of
            Registrant,  filed as Exhibit 3.1 to Registration Statement No.
            33-83952  on  Form  S-1,  which  is   incorporated   herein  by
            reference,  as amended  by the  Certificate  of  Merger,  dated
            November  10,  1994,   of  ICN   Pharmaceuticals,   Inc.,   SPI
            Pharmaceuticals,  Inc.,  and  Viratek,  Inc.  with and into ICN
            Merger Corp.,  filed as Exhibit 4.1 to  Registration  Statement
            No.  333-08179  on Form S-3,  which is  incorporated  herein by
            reference.*

4.2   --    Bylaws of the Registrant,  filed as Exhibit 3.2 to Registration
            Statement  No.  33-83952  on Form  S-1,  which is  incorporated
            herein by reference.*

4.3   --    Form of Rights Agreement,  dated as of November 2, 1994 between
            the  Registrant  and American Stock Transfer & Trust Company as
            Trustee,  previously  filed  as  Exhibit  4.3  to  Registration
            Statement  on Form  8-A,  dated  November  10,  1994,  which is
            incorporated herein by reference.*

4.4   --    ICN  Pharmaceuticals,  Inc. Long-Term Incentive Plan previously
            filed as Exhibit 10.1 to our Quarterly  Report on Form 10-Q for
            the quarter  ended June 30, 1998,  and  incorporated  herein by
            reference. *

5.1   --    Opinion of David C. Watt, Esq.,  Executive  General Counsel and
            Corporate  Secretary  regarding  legality  of  shares of Common
            Stock covered by the Registration statement.

15.1  --    Awareness letter of independent accountants regarding unaudited
            interim financial statements

23.1  --    Consent  of  PricewaterhouseCoopers   LLP,  independent  public
            accountants.

23.2  --    Consent  of David C.  Watt,  Esq.,  Executive  Vice  President,
            General  Counsel and Corporate  Secretary  (included in Exhibit
            5.1).

24.1  --    Powers of Attorney (included on the signature pages)

* Incorporated by Reference.