As filed with the Securities and Exchange Commission on November 9, 2001
                                       Registration Statement No. 333-
================================================================================

                                  UNITED STATES
                       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
         (State or other jurisdiction of incorporation or organization)

                                   33-0628076
                      (I.R.S. Employer Identification No.)

                               3300 Hyland Avenue
                          Costa Mesa, California 92626
          (Address of principal executive offices, including zip code)

      ICN PHARMACEUTICALS, INC. AMENDED AND RESTATED 1998 STOCK OPTION PLAN
                            (Full title of the Plan)

                              GREGORY KEEVER, ESQ.
                    Executive Vice President, General Counsel
                             and Corporate Secretary
                            ICN Pharmaceuticals, Inc.
                3300 Hyland Avenue, Costa Mesa, California 92626
                                 (714) 545-0100
                     (Name and address of agent for service)
          (Telephone number, including area code, of agent for service)

                                 WITH COPIES TO
                             JEFFREY E. COHEN, ESQ.
                                Coudert Brothers
                           1114 Avenue of the Americas
                          New York, New York 10036-7703
                                 (212) 626-4400
                               ------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                   Proposed          Proposed
   Title of          Amount          maximum          maximum         Amount of
securities to        to be       offering price      aggregate      registration
be registered     registered(1)   per share (2)  offering price (2)      fee
--------------------------------------------------------------------------------
Common Stock,
  $.01 par value   6,750,000
  per share          shares         $26.055      $175,871,250.00     $43,967.81
--------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) of the  Securities  Act of 1933,  this  Registration
Statement also registers such  indeterminate  number of additional shares as may
become  issuable in  connection  with share splits,  share  dividends or similar
transactions.

(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 November 7, 2001.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Documents   containing  the   information   required  by  Part  I  of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1) of the  Securities  Act of 1933,  as amended.  Such
documents are not filed with the Securities and Exchange  Commission in reliance
on Rule 428. Such documents and the documents  incorporated by reference  herein
pursuant to Item 3 of Part II hereof,  taken  together,  constitute a prospectus
that meets the requirements of Section 10 (a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     ICN  Pharmaceuticals,  Inc. ("ICN") hereby incorporates herein by reference
the  following  documents  which are on file with the  Securities  and  Exchange
Commission:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
     dated April 2, 2001,  which was amended on April 11, 2001,  April 30, 2001,
     June 29, 2001, and November 2, 2001 on Form 10-K/A;

     (b)  Quarterly Reports on Form 10-Q  for the quarter  ended March 31, 2001,
     dated May 15, 2001,  and for the quarter ended June 30, 2001,  dated August
     14, 2001;

     (c) Current Reports on Form 8-K, dated March 20, 2001, March 22, 2001, July
     3, 2001, July 13, 2001 and July 18, 2001, respectively; and

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

     In addition,  all documents  and other reports filed by ICN,  respectively,
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the  Exchange Act that are
filed  subsequent to the date hereof and prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and to be part hereof from the respective date
of filing of each such document.

     Any statement  contained  herein or deemed to be  incorporated by reference
herein shall be deemed to be modified or superseded  for purposes  hereof to the
extent that a  statement  contained  in any other  subsequently  filed  document
incorporated  by  reference  modifies or  supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part hereof.

ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.

<PAGE>


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  145  of  the  General  Corporation  Law  of  Delaware  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 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  registrant'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 registrant, 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  registrant  carries  directors'  and  officers'  liability  insurance,
covering  losses up to  $10,000,000  (subject  to a  $250,000  deductible).  The
registrant,  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   do   not   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

                                       2
<PAGE>


for an  accounting  of profits  made in  connection  with a violation of Section
16(b) of the Securities Exchange Act of 1934, 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  Delaware  General  Corporation  Law, as amended,
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 directors'  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 Delaware  General  Corporation  Law (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 registrant has provided in its  certificate of  incorporation,  as
amended, that its directors shall be exculpated from liability as provided under
Section 102(b)(7).

     The foregoing summaries are necessarily subject to the complete text of the
Delaware General Corporation Law, the registrant's  Certificate of Incorporation
and the  agreements  referred to above and are  qualified  in their  entirety by
reference thereto.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

     5.1    Opinion of Coudert  Brothers  regarding  the  legality  of shares of
            Common Stock covered by the Registration Statement.

     15.1   Awareness Letter of  PricewaterhouseCoopers  LLP, independent public
            accountants regarding unaudited interim financial statements.

     23.1   Consent  of   PricewaterhouseCoopers   LLP   regarding  the  audited
            financial statements of ICN Pharmaceuticals, Inc.

     23.2   Consent of Coudert Brothers (included in Exhibit 5.1).

     24.1   Powers of Attorney (included on signature pages of this Registration
            Statement).

                                       3
<PAGE>


ITEM 9.   UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this 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;

     (2)  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; and

     (3)  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.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the 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
registrant pursuant to the provisions  described in Item 6 hereof, or otherwise,
the  registrant  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 registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
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 registrant 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 them is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       4
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Costa Mesa, California, on November 8, 2001.


                                            ICN PHARMACEUTICALS, INC.
                                            Registrant

                                            By: /s/ Milan Panic
                                                --------------------------------
                                            Name:   Milan Panic
                                            Title:  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  hereby  constitutes  and  appoints  each of Richard A. Meier and  Gregory
Keever, Esq., acting severally, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name, place and stead, and in any and all capacities,  to sign any
and all amendments to this Registration Statement, and to file the same with all
exhibits thereto and other 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 each such person might or could do in person,  hereby  ratifying and
confirming all that said  attorneys-in-fact  and agents,  or their 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
---------                       -----                               ----

/s/ Milan Panic                Chairman and                     November 8, 2001
----------------------------   Chief Executive Officer
Milan Panic


/s/ Richard A. Meier           Executive Vice President and     November 8, 2001
----------------------------   Chief Financial Officer
Richard A. Meier


/s/ John Giordani              Executive Vice President         November 8, 2001
----------------------------   (principal accounting officer)
John Giordani

<PAGE>


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

/s/ Norman Barker, Jr.             Director                     November 8, 2001
-------------------------------
Norman Barker, Jr.


                                   Director                               , 2001
-------------------------------
Senator Birch E. Bayh, Esq.


                                   Director                               , 2001
-------------------------------
Edward A. Burkhardt


/s/ Alan F. Charles                Director                     November 8, 2001
-------------------------------
Alan F. Charles


                                   Director                               , 2001
-------------------------------
Ronald R. Fogleman


/s/ Roger Guillemin, M.D., Ph.D.   Director                     November 8, 2001
-------------------------------
Roger Guillemin, M.D., Ph.D.


/s/ Adam Jerney                    Director, President and      November 8, 2001
-------------------------------    Chief Operating Officer
Adam Jerney


                                   Director                               , 2001
-------------------------------
Jean-Francois Kurz


                                   Director                               , 2001
-------------------------------
Steven J. Lee


/s/ Stephen D. Moses               Director                     November 8, 2001
-------------------------------
Stephen D. Moses


/s/ Rosemary Tomich                Director                     November 8, 2001
-------------------------------
Rosemary Tomich
[{"type": "S-8", "sequence": "1", "filename": "c22232_s8-.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20253}]
{"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": "333-73098", "film-number": "1780346"}, "business-address": {"street1": "3300 HYLAND AVE", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7145450100"}, "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 November 9, 2001
                                       Registration Statement No. 333-
================================================================================

                                  UNITED STATES
                       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
         (State or other jurisdiction of incorporation or organization)

                                   33-0628076
                      (I.R.S. Employer Identification No.)

                               3300 Hyland Avenue
                          Costa Mesa, California 92626
          (Address of principal executive offices, including zip code)

      ICN PHARMACEUTICALS, INC. AMENDED AND RESTATED 1998 STOCK OPTION PLAN
                            (Full title of the Plan)

                              GREGORY KEEVER, ESQ.
                    Executive Vice President, General Counsel
                             and Corporate Secretary
                            ICN Pharmaceuticals, Inc.
                3300 Hyland Avenue, Costa Mesa, California 92626
                                 (714) 545-0100
                     (Name and address of agent for service)
          (Telephone number, including area code, of agent for service)

                                 WITH COPIES TO
                             JEFFREY E. COHEN, ESQ.
                                Coudert Brothers
                           1114 Avenue of the Americas
                          New York, New York 10036-7703
                                 (212) 626-4400
                               ------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                   Proposed          Proposed
   Title of          Amount          maximum          maximum         Amount of
securities to        to be       offering price      aggregate      registration
be registered     registered(1)   per share (2)  offering price (2)      fee
--------------------------------------------------------------------------------
Common Stock,
  $.01 par value   6,750,000
  per share          shares         $26.055      $175,871,250.00     $43,967.81
--------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) of the  Securities  Act of 1933,  this  Registration
Statement also registers such  indeterminate  number of additional shares as may
become  issuable in  connection  with share splits,  share  dividends or similar
transactions.

(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 November 7, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Documents   containing  the   information   required  by  Part  I  of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1) of the  Securities  Act of 1933,  as amended.  Such
documents are not filed with the Securities and Exchange  Commission in reliance
on Rule 428. Such documents and the documents  incorporated by reference  herein
pursuant to Item 3 of Part II hereof,  taken  together,  constitute a prospectus
that meets the requirements of Section 10 (a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     ICN  Pharmaceuticals,  Inc. ("ICN") hereby incorporates herein by reference
the  following  documents  which are on file with the  Securities  and  Exchange
Commission:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
     dated April 2, 2001,  which was amended on April 11, 2001,  April 30, 2001,
     June 29, 2001, and November 2, 2001 on Form 10-K/A;

     (b)  Quarterly Reports on Form 10-Q  for the quarter  ended March 31, 2001,
     dated May 15, 2001,  and for the quarter ended June 30, 2001,  dated August
     14, 2001;

     (c) Current Reports on Form 8-K, dated March 20, 2001, March 22, 2001, July
     3, 2001, July 13, 2001 and July 18, 2001, respectively; and

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

     In addition,  all documents  and other reports filed by ICN,  respectively,
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the  Exchange Act that are
filed  subsequent to the date hereof and prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and to be part hereof from the respective date
of filing of each such document.

     Any statement  contained  herein or deemed to be  incorporated by reference
herein shall be deemed to be modified or superseded  for purposes  hereof to the
extent that a  statement  contained  in any other  subsequently  filed  document
incorporated  by  reference  modifies or  supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part hereof.

ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  145  of  the  General  Corporation  Law  of  Delaware  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 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  registrant'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 registrant, 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  registrant  carries  directors'  and  officers'  liability  insurance,
covering  losses up to  $10,000,000  (subject  to a  $250,000  deductible).  The
registrant,  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   do   not   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

                                       2
for an  accounting  of profits  made in  connection  with a violation of Section
16(b) of the Securities Exchange Act of 1934, 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  Delaware  General  Corporation  Law, as amended,
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 directors'  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 Delaware  General  Corporation  Law (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 registrant has provided in its  certificate of  incorporation,  as
amended, that its directors shall be exculpated from liability as provided under
Section 102(b)(7).

     The foregoing summaries are necessarily subject to the complete text of the
Delaware General Corporation Law, the registrant's  Certificate of Incorporation
and the  agreements  referred to above and are  qualified  in their  entirety by
reference thereto.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

     5.1    Opinion of Coudert  Brothers  regarding  the  legality  of shares of
            Common Stock covered by the Registration Statement.

     15.1   Awareness Letter of  PricewaterhouseCoopers  LLP, independent public
            accountants regarding unaudited interim financial statements.

     23.1   Consent  of   PricewaterhouseCoopers   LLP   regarding  the  audited
            financial statements of ICN Pharmaceuticals, Inc.

     23.2   Consent of Coudert Brothers (included in Exhibit 5.1).

     24.1   Powers of Attorney (included on signature pages of this Registration
            Statement).

                                       3
ITEM 9.   UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this 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;

     (2)  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; and

     (3)  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.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the 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
registrant pursuant to the provisions  described in Item 6 hereof, or otherwise,
the  registrant  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 registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
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 registrant 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 them is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Costa Mesa, California, on November 8, 2001.

                                            ICN PHARMACEUTICALS, INC.
                                            Registrant

                                            By: /s/ Milan Panic
                                                --------------------------------
                                            Name:   Milan Panic
                                            Title:  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  hereby  constitutes  and  appoints  each of Richard A. Meier and  Gregory
Keever, Esq., acting severally, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name, place and stead, and in any and all capacities,  to sign any
and all amendments to this Registration Statement, and to file the same with all
exhibits thereto and other 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 each such person might or could do in person,  hereby  ratifying and
confirming all that said  attorneys-in-fact  and agents,  or their 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
---------                       -----                               ----

/s/ Milan Panic                Chairman and                     November 8, 2001
----------------------------   Chief Executive Officer
Milan Panic

/s/ Richard A. Meier           Executive Vice President and     November 8, 2001
----------------------------   Chief Financial Officer
Richard A. Meier

/s/ John Giordani              Executive Vice President         November 8, 2001
----------------------------   (principal accounting officer)
John Giordani
SIGNATURE                           TITLE                             DATE
---------                           -----                             ----

/s/ Norman Barker, Jr.             Director                     November 8, 2001
-------------------------------
Norman Barker, Jr.

                                   Director                               , 2001
-------------------------------
Senator Birch E. Bayh, Esq.

                                   Director                               , 2001
-------------------------------
Edward A. Burkhardt

/s/ Alan F. Charles                Director                     November 8, 2001
-------------------------------
Alan F. Charles

                                   Director                               , 2001
-------------------------------
Ronald R. Fogleman

/s/ Roger Guillemin, M.D., Ph.D.   Director                     November 8, 2001
-------------------------------
Roger Guillemin, M.D., Ph.D.

/s/ Adam Jerney                    Director, President and      November 8, 2001
-------------------------------    Chief Operating Officer
Adam Jerney

                                   Director                               , 2001
-------------------------------
Jean-Francois Kurz

                                   Director                               , 2001
-------------------------------
Steven J. Lee

/s/ Stephen D. Moses               Director                     November 8, 2001
-------------------------------
Stephen D. Moses

/s/ Rosemary Tomich                Director                     November 8, 2001
-------------------------------
Rosemary Tomich