content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
                                          
                               WASHINGTON, DC  20549
  
                                    ___________
                                     FORM 8-K
                                  CURRENT REPORT
  
                          PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
  Date of Report (Date of Earliest Event Reported):  June 24, 1998
  
  
                               PENEDERM INCORPORATED
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                       <C>                       <C>
                  Delaware                          0-22314                        77-0146116
  --------------------------------------------------------------------------------------------------------
  (State of Incorporation or Organization)  (Commission File Number)  (I.R.S. Employer Identification No.)
   
  320 Lakeside Drive, Foster City, California                                         94404
  ---------------------------------------------------------------------------------------------------------
    (Address of principal executive offices)                                        (Zip Code)
  </TABLE>
  
  Registrant's telephone no., including area code:  (650) 358-0100
                                                    --------------
  
  
                                  NOT APPLICABLE
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
   
  Item 5.  Other Events.
  
  Merger Agreement
  ----------------
  
       On June 24, 1998, Penederm Incorporated (the "Company") entered into an
  Agreement and Plan of Merger (the "Merger Agreement") with Mylan Laboratories
  Inc. ("Mylan") and Mylan's wholly owned subsidiary, MLI Acquisition Corp.
  ("Merger Sub").  The Merger Agreement, attached hereto as Exhibit 2.1, provides
  that, upon satisfaction of certain conditions, Merger Sub will merge into the
  Company, with the Company surviving the merger as a wholly owned subsidiary of
  Mylan (the "Merger").  Pursuant to the Merger Agreement, each share of common
  stock of the Company ("Company Common Stock") will be exchanged for 0.68 shares
  of common stock of Mylan. Also in connection with the Merger, the Company
  entered into an option agreement, attached hereto as Exhibit 99.1, whereby the
  Company granted Mylan an option to purchase 1,717,878 shares of Company Common
  Stock (approximately 19.9% of the outstanding Company Common Stock) from the
  Company under certain specified circumstances. In addition, each of the
  directors of the Company agreed to vote in their capacities as stockholders of
  the Company in favor of the Merger and against any competing offer. The forms of
  voting agreement are attached hereto as Exhibits 99.2 and 99.3.
  
       On June 24, 1998, the Company and Mylan issued a press release related to
  the Merger Agreement.  The press release is attached hereto as Exhibit 99.4.
  
       The Exhibits hereto are incorporated by reference herein and form an
  integral part hereof.
  
  
       Item 7.  Financial Statements and Exhibits.
  
                Exhibits.
  
  <TABLE>
  <C>                    <S>
                 2.1     Agreement and Plan of Merger dated as of June 24, 1998, among
                         Mylan Laboratories Inc., MLI Acquisition Corp. and the Company.
  
                99.1     Option Agreement, dated June 24, 1998 between Penederm Incorporated
                         and Mylan Laboratories Inc.
  
                99.2     Form of Voting Agreement, dated June 24, 1998, between Mylan 
                         Laboratories Inc. and certain directors of Penederm Incorporated.
  
                99.3     Alternate form of Voting Agreement, dated June 24, 1998, between 
                         Mylan Laboratories Inc. and a director of Penederm Incorporated.
  
                99.4     Press Release dated June 24, 1998.
  </TABLE>
  
                                         2
  <PAGE>
   
                                     SIGNATURE
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                   PENEDERM INCORPORATED
  
  
                                   /s/ Lloyd H. Malchow
                                   --------------------
                                   Lloyd H. Malchow
                                   President and
                                   Chief Executive Officer
  
  
  June 29, 1998
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION> 
          Exhibit
  <C>                <S>
             2.1     Agreement and Plan of Merger dated as of June 24, 1998, among
                     Mylan Laboratories Inc., MLI Acquisition Corp. and Penederm 
                     Incorporated.
  
            99.1     Option Agreement, dated June 24, 1998 between Penederm Incorporated
                     and Mylan Laboratories Inc.
  
            99.2     Form of Voting Agreement, dated June 24, 1998, between Mylan 
                     Laboratories Inc. and certain directors of Penederm Incorporated.
  
            99.3     Alternate Form of Voting Agreement, dated June 24, 1998, between 
                     Mylan Laboratories Inc. and a director of Penederm Incorporated.
  
            99.4     Press Release dated June 24, 1998.
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5564}]
metadata_filer: {"company-data": {"conformed-name": "PENEDERM INC", "cik": "0000858876", "assigned-sic": "2834", "irs-number": "770146116", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23112", "film-number": "98657426"}, "business-address": {"street1": "320 LAKESIDE DR", "street2": "SUITE A", "city": "FOSTER CITY", "state": "CA", "zip": "94404-1146", "phone": "4153580100"}, "mail-address": {"street1": "320 LAKESIDE DRIVE", "street2": "SUITE A", "city": "FOSTER CITY", "state": "CA", "zip": "94404-1146"}}
text: SECURITIES AND EXCHANGE COMMISSION
                                          
                               WASHINGTON, DC  20549
  
                                    ___________
                                     FORM 8-K
                                  CURRENT REPORT
  
                          PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of Earliest Event Reported):  June 24, 1998
  
                               PENEDERM INCORPORATED
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  Delaware                          0-22314                        77-0146116
  --------------------------------------------------------------------------------------------------------
  (State of Incorporation or Organization)  (Commission File Number)  (I.R.S. Employer Identification No.)
   
  320 Lakeside Drive, Foster City, California                                         94404
  ---------------------------------------------------------------------------------------------------------
    (Address of principal executive offices)                                        (Zip Code)
  Registrant's telephone no., including area code:  (650) 358-0100
                                                    --------------
  
                                  NOT APPLICABLE
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  Item 5.  Other Events.
  
  Merger Agreement
  ----------------
  
       On June 24, 1998, Penederm Incorporated (the "Company") entered into an
  Agreement and Plan of Merger (the "Merger Agreement") with Mylan Laboratories
  Inc. ("Mylan") and Mylan's wholly owned subsidiary, MLI Acquisition Corp.
  ("Merger Sub").  The Merger Agreement, attached hereto as Exhibit 2.1, provides
  that, upon satisfaction of certain conditions, Merger Sub will merge into the
  Company, with the Company surviving the merger as a wholly owned subsidiary of
  Mylan (the "Merger").  Pursuant to the Merger Agreement, each share of common
  stock of the Company ("Company Common Stock") will be exchanged for 0.68 shares
  of common stock of Mylan. Also in connection with the Merger, the Company
  entered into an option agreement, attached hereto as Exhibit 99.1, whereby the
  Company granted Mylan an option to purchase 1,717,878 shares of Company Common
  Stock (approximately 19.9% of the outstanding Company Common Stock) from the
  Company under certain specified circumstances. In addition, each of the
  directors of the Company agreed to vote in their capacities as stockholders of
  the Company in favor of the Merger and against any competing offer. The forms of
  voting agreement are attached hereto as Exhibits 99.2 and 99.3.
  
       On June 24, 1998, the Company and Mylan issued a press release related to
  the Merger Agreement.  The press release is attached hereto as Exhibit 99.4.
  
       The Exhibits hereto are incorporated by reference herein and form an
  integral part hereof.
  
       Item 7.  Financial Statements and Exhibits.
  
                Exhibits.
  2.1     Agreement and Plan of Merger dated as of June 24, 1998, among
                         Mylan Laboratories Inc., MLI Acquisition Corp. and the Company.
  
                99.1     Option Agreement, dated June 24, 1998 between Penederm Incorporated
                         and Mylan Laboratories Inc.
  
                99.2     Form of Voting Agreement, dated June 24, 1998, between Mylan 
                         Laboratories Inc. and certain directors of Penederm Incorporated.
  
                99.3     Alternate form of Voting Agreement, dated June 24, 1998, between 
                         Mylan Laboratories Inc. and a director of Penederm Incorporated.
  
                99.4     Press Release dated June 24, 1998.
  2
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                   PENEDERM INCORPORATED
  
                                   /s/ Lloyd H. Malchow
                                   --------------------
                                   Lloyd H. Malchow
                                   President and
                                   Chief Executive Officer
  
  June 29, 1998
  EXHIBIT INDEX
  Exhibit
  2.1     Agreement and Plan of Merger dated as of June 24, 1998, among
                     Mylan Laboratories Inc., MLI Acquisition Corp. and Penederm 
                     Incorporated.
  
            99.1     Option Agreement, dated June 24, 1998 between Penederm Incorporated
                     and Mylan Laboratories Inc.
  
            99.2     Form of Voting Agreement, dated June 24, 1998, between Mylan 
                     Laboratories Inc. and certain directors of Penederm Incorporated.
  
            99.3     Alternate Form of Voting Agreement, dated June 24, 1998, between 
                     Mylan Laboratories Inc. and a director of Penederm Incorporated.
  
            99.4     Press Release dated June 24, 1998.