<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 20, 1994.
                                          Registration No. 33-________
                       SECURITIES AND EXCHANGE COMMISSION
              ----------------------------------------------------
                             Washington, D.C. 20349
                                    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 jurisdiction of                        (I.R.S. Employer 
incorporation or organization)                        Identification No.)
3300 HYLAND AVENUE, COSTA MESA, CALIFORNIA                  92626
(Address of principal executive offices)                  (Zip Code)

                ICN PHARMACEUTICALS, INC. 1994 STOCK OPTION PLAN
            THE FOLLOWING PLANS ASSUMED BY ICN PHARMACEUTICALS, INC.
           BY REASON OF THE MERGER DESCRIBED IN THE EXPLANATORY NOTE:

      ICN BIOMEDICALS, INC. 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      ICN BIOMEDICALS, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
      ICN BIOMEDICALS, INC. 1983 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      ICN BIOMEDICALS, INC. 1983 NON-QUALIFIED STOCK OPTION PLAN
      ICN BIOMEDICALS, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN
      ICN PHARMACEUTICALS, INC. 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      ICN PHARMACEUTICALS, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
      ICN PHARMACEUTICALS, INC. 1981 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      ICN PHARMACEUTICALS, INC. 1981 NON-QUALIFIED STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1982 NON-QUALIFIED STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1982 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN
      VIRATEK, INC. 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      VIRATEK, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
      VIRATEK, INC. 1981 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      VIRATEK, INC. 1981 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
      VIRATEK, INC. 1986 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
                             (FULL TITLES OF PLANS)

                                   MILAN PANIC
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                            ICN PHARMACEUTICALS, INC.
                3300 HYLAND AVENUE, COSTA MESA, CALIFORNIA  92626
                     (Name and address of agent for service)
                                 (714) 545-0100
          (Telephone number, including area code, of agent for service)
<TABLE>                                        
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
<S>                 <C>          <C>                <C>                 <C>     
                                  PROPOSED MAXIMUM   PROPOSED MAXIMUM
TITLE OF SECURITIES  AMOUNT TO BE   OFFERING PRICE   AGGREGATE OFFERING  AMOUNT OF
 TO BE REGISTERED    REGISTERED <F1>  PER SHARE <F2>     PRICE <F2>      REGISTRATION FEE
- --------------------------------------------------------------------------                 
   Common Stock
 ($.01 par value)      8,447,691           *                  *              $53,065.60
<F>
<F1>   Plus such additional shares as may be made available in order to adjust
       for a change in capitalization.
<F2>   As determined in accordance with Rule 457, the amount of the
       Registration Fee is based on 5,447,691 shares which are subject to options at
       an aggregate exercise price of $18.66 per share, 462,500 shares which are
       subject to option at $20.00 per share and 2,537,500 shares which may be
       issuable upon exercise of options that may be granted under the ICN
       Pharmaceuticals, Inc. 1994 Stock Option Plan.
</F>
</TABLE>
<PAGE>
<PAGE> i

                                EXPLANATORY NOTE

     On November 10, 1994, ICN Pharmaceuticals, Inc. ("Old ICN"), SPI
Pharmaceuticals, Inc. ("SPI"), Viratek, Inc. ("Viratek") and ICN
Biomedicals, Inc. ("Biomedicals"; and together with Old ICN, SPI and
Viratek, the "Predecessor Companies") effected a business combination
transaction pursuant to which Old ICN, SPI and Viratek merged with and into
ICN Merger Corp. ("ICN" or the "Company") and Biomedicals merged with and
into ICN Subsidiary Corp. (the transactions are referred to collectively
herein as the "Merger").  Following the Merger, ICN changed its name to
"ICN Pharmaceuticals, Inc." and ICN Subsidiary Corp. changed its name to
"ICN Biomedicals, Inc."  Pursuant to the Merger, holders of shares of SPI
common stock (other than Old ICN) became entitled to exchange each such
share for 1.0 share of common stock, par value $.01 (the "Common Stock"),
of ICN; holders of shares of Old ICN common stock became entitled to
exchange each such share for 0.512 share of Common Stock; holders of shares
of Viratek common stock (other than Old ICN) became entitled to exchange
each such share for 0.499 share of Common Stock and holders of shares of
Biomedicals common stock (other than Old ICN) became entitled to exchange
each such share for 0.197 share of Common Stock.  Pursuant to an Agreement
and Plan of Merger, dated as of August 1, 1994, as amended, by and among
each of the Predecessor Companies and the Company pursuant to which the
Merger was consummated, ICN assumed responsibility for administering all
option plans (and certain grants made to Milan Panic) previously adopted by
each of the Predecessor Companies and all outstanding stock options granted
under such option plans (and certain options granted to Milan Panic) were
converted into stock options exercisable for Common Stock (with the number
of shares subject to such options and the exercise prices thereof being
adjusted to reflect the applicable exchange ratio as described above).  In
addition, this Registration Statement also relates to the registration of
3,000,000 shares of Common Stock which may be issued upon exercise of
options which have been or may be granted under the ICN Pharmaceuticals,
Inc. 1994 Stock Option Plan. 
<PAGE>
<PAGE> 1

                                        
                                     PART II
                                        
                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT
                                        
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
                                        
          The following documents which have been filed by the Company with
the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement, as of their respective dates:

          (a)  The Company's Prospectus, dated November 10, 1994, filed
with the Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended, and included in the Company's Registration Statement on
Form S-1 (Registration No. 33-83952);

          (b)  The Company's Report on Form 10-Q for the quarter ending
September 30, 1994, filed with the Commission on November 14, 1994; and

          (c)  The description of the Company's common stock, par value
$.01 per share, contained in the Company's Registration Statement on Form
S-4 filed with the Commission (Registration No. 33-84534).

          All documents filed subsequent to the date hereof by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and prior
to the filing of a post-effective amendment hereto which indicate that all
securities offered hereby have been sold or which deregister all securities
then remaining unsold, shall be deemed to be incorporated by reference
herein and made a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter referred
to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which
the offering made hereby are in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by reference herein
or be a part hereof from and after the filing of such Annual Report on Form
10-K.

          Any statement contained in an Incorporated Document 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
herein or in any other subsequently filed Incorporated Document 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 required.
<PAGE>
<PAGE> 2

ITEM 5.   INTERESTS OF NAMED EXPERTS.

          As of December 1, 1994, M'Liss Jones Kane, Vice President,
Assistant General Counsel and Assistant Secretary of the Company, held
options to purchase 28,049 shares of 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
another 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.
<PAGE>
<PAGE> 3
          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 Section
16(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.

          None

<PAGE>
<PAGE> 4
ITEM 8.   EXHIBITS.
                                                 
Exhibit No.               Description

4.1    Form of Restated Certificate of Incorporation of the Company
       previously filed as Exhibit 3.1 to the Company's Registration  
       Statement No. 33-84534 on Form S-4*
       
4.2    Form of By-laws of the Company previously filed as Exhibit 3.2 to
       the Company's Registration Statement  No. 33-84534 on Form S-4*
       
4.3    Form of Rights Agreement between the Company and the Rights Agent
       previously filed as Exhibit 4.2 to the Company's Registration
       Statement No. 33-84534 on Form S-4*
       
4.4    ICN Pharmaceuticals, Inc. 1992 Employee Incentive Stock Option Plan
       previously filed as Exhibit 10.56 to Old ICN's Form 10-K for the
       year ended December 31, 1992*
       
4.5    ICN Pharmaceuticals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.57 to Old ICN's Form 10-K     
       for the year ended December 31, 1992*
       
4.6    SPI Pharmaceuticals, Inc. 1992 Employee Incentive Stock Option Plan
       previously filed as Exhibit 10.42 to SPI's Form 10-K for the year
       ended December 31, 1992*
       
4.7    SPI Pharmaceuticals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.43 to SPI's Form 10-K for the year
       ended December 31, 1992*
       
4.8    Viratek, Inc. 1992 Employee Incentive Stock Option Plan previously
       filed as Exhibit 10.22 to Viratek's Registration         
       Statement No. 33-54678 on Form S-2*
       
4.9    Viratek, Inc. 1992 Non-Qualified Stock Option Plan previously filed
       as Exhibit 10.23 to Viratek's Registration Statement    
       No. 33-54678 on Form S-2*
       
4.10   ICN Biomedicals, Inc. 1992 Employee Incentive Stock Option Plan 
       previously filed as Exhibit 10.22 to Biomedical's Form 10-K
       for the year ended December 31, 1992*
       
4.11   ICN Biomedicals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.23 to Biomedical's Form 10-K for  
       the year ended December 31, 1992*
       
4.12   ICN Pharmaceuticals, Inc. 1981 Employee Incentive Stock Option Plan,
       as amended, previously filed as Exhibit 4.1 to Registration
       Statement No. 33-60866 on Form S-3*

4.13   ICN Pharmaceuticals, Inc. 1981 Non-Qualified Stock Option Plan
       previously filed as Exhibit 4.1 to Registration Statement No.
       33-60866 on Form S-8*


       <PAGE>
<PAGE> 5              
4.14   SPI Pharmaceuticals, Inc. 1981 Employee Incentive Stock Option Plan,
       as amended and restated as of January 21, 1992, previously filed as
       Exhibit 4.1 to SPI's Registration Statement No. 33-60872 on Form
       S-8*
       
4.15   SPI Pharmaceuticals, Inc. 1982 Non-Qualified Stock Option Plan, as
       amended and restated as of January 21, 1992, previously filed as
       Exhibit 4.2 to SPI's Registration Statement No. 33-60872 on Form
       S-8*
      
4.16   SPI Pharmaceuticals, Inc. 1988 Non-Qualified Stock Option Plan
       previously filed as an Exhibit to SPI Pharmaceuticals, Inc.'s
       Registration Statement No. 33-63166*

4.17   Viratek, Inc. 1981 Employee Incentive Stock Option Plan, as amended
       on January 21, 1992, previously filed as an Exhibit to Viratek's
       Registration Statement No. 33-60876*
    
4.18   Viratek, Inc. 1981 Non-Qualified Stock Option Plan previously 
       filed as an Exhibit to Viratek, Inc.'s Registration Statement
       No. 33-63168*

4.19   Viratek, Inc. 1986 Non-Qualified Stock Option Plan previously 
       filed as an Exhibit to Viratek, Inc.'s Registration Statement
       No. 33-63168*

4.20   ICN Biomedicals, Inc. 1983 Non-Qualified Stock Option Plan
       previously filed as an Exhibit to Biomedicals' Registration
       Statement No. 33-34943*
 
4.21   ICN Biomedicals, Inc. 1983 Incentive Stock Option Plan, as amended
       and restated as of January 21, 1992, previously filed as an Exhibit  
       to Biomedicals' Registration Statement No. 33-34943*

4.22   ICN Biomedicals, Inc. 1988 Non-Qualified Stock Option Plan,
       previously filed as an Exhibit to Biomedicals' Registration
       Statement No. 33-63162*

4.23   ICN Pharmaceuticals, Inc. 1994 Stock Option Plan  
                                                                         
5.1    Opinion of M'Liss Jones Kane, Vice President, Assistant General
       Counsel and Assistant Secretary of the Company regarding legality of
       shares of Common Stock covered by the Registration Statement 
       
15.1   Letter from Coopers & Lybrand L.L.P. concerning unaudited interim
       information                                               
       
23.1   Consent of M'Liss Jones Kane, Vice President, Assistant General
       Counsel and Assistant Secretary of the Company (included 
       in Exhibit 5.1)
       
23.2   Consent of Coopers & Lybrand L.L.P. independent public accountants   
                                                     
       
24.1   Powers of Attorney (included on signature page herewith)             


<PAGE>
<PAGE> 6       

       
                                                 
       

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 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.

         (b)   That, for the purpose of determining any liability under the
Securities Act of 1933, 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 purposes of determining any liability under the
Securities Act of 1933, 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 of 1933 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 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 Act and will be governed by the final adjudication of such issue.
                                        
                                        
<PAGE>
<PAGE> 7



                                   SIGNATURES
                                        
         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 it has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Costa Mesa, State of California,
on December 20, 1994.

                                   ICN PHARMACEUTICALS, INC.



                                      /s/ Milan Panic
                                   By:___________________________
                                        Milan Panic
                                        Chairman of the Board,
                                        Chief Executive Officer
                                        and President



                                POWER OF ATTORNEY
                                        
          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Milan Panic and John E.
Giordani and each or any of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for such person and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective 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 each acting alone, 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 might or could be done in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone,
or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
<PAGE>
<PAGE> 8
          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
_____________________                               December 20, 1994
Milan Panic            Chairman of the Board,
                       Chief Executive Officer
                       and President

/s/ Norman Barker
_____________________                               December 20, 1994
Norman Barker, Jr.     Director


/s/ Birch E. Bayh
_____________________                               December 20, 1994
Birch E. Bayh, Esq.    Director


/s/ Alan F. Charles
_____________________                               December 20, 1994
Alan F. Charles        Director


/s/ Robert Finch
_____________________                               December 20, 1994
Robert H. Finch, Esq.  Director


/s/ John E. Giordani
____________________                                December 20, 1994
John E. Giordani       Executive Vice President -
                       Chief Financial Officer
                       and Corporate Controller
/s/ Roger Guillemin, M.D.
_____________________                               December 20, 1994
Roger Guillemin, M.D., 
Ph.D.                  Director


/s/ Adam Jerney
_____________________                                December 20, 1994
Adam Jerney            Director, Executive
                       Vice President - Chief
                       Operating Officer
<PAGE>
<PAGE> 9


/s/ Weldon B. Jolley
______________________                               December 20, 1994
Weldon B. Jolley,
 Ph.D.                 Director


/s/ Vernon Knight, M.D.
____________________                                 December 20, 1994
Vernon Knight, M.D.    Director


/s/ Jean Francois Kurz
_____________________                                December 20, 1994
Jean Francois Kurz     Director


/s/ Thomas H. Lenagh
_______________________                              December 20, 1994
Thomas H. Lenagh       Director


/s/ Charles T. Manatt
_______________________                              December 20, 1994
Charles T. Manatt      Director


/s/ James P. Miscoll
_______________________                              December 20, 1994
James P. Miscoll       Director


/s/ Stephen Moses
_______________________                              December 20, 1994
Stephen Moses          Director


/s/ Michael Smith, Ph.D.
_______________________                              December 20, 1994
Michael Smith, Ph.D.   Director


/s/ Roberts A. Smith, Ph.D.
_______________________                              December 20, 1994
Roberts A. Smith, Ph.D. Director


/s/ Richard W. Starr
_______________________                              December 20, 1994
Richard W. Starr       Director

                                        
<PAGE>
<PAGE> 10
                           ICN PHARMACEUTICALS, INC.
                                        
                                INDEX TO EXHIBITS


Exhibit No.               Description          

4.1    Form of Restated Certificate of Incorporation of the Company
       previously filed as Exhibit 3.1 to the Company's Registration  
       Statement No. 33-84534 on Form S-4*
       
4.2    Form of By-laws of the Company previously filed as Exhibit 3.2 to
       the Company's Registration Statement  No. 33-84534 on Form S-4*
       
4.3    Form of Rights Agreement between the Company and the Rights Agent
       previously filed as Exhibit 4.2 to the Company's Registration
       Statement No. 33-84534 on Form S-4*
       
4.4    ICN Pharmaceuticals, Inc. 1992 Employee Incentive Stock Option Plan
       previously filed as Exhibit 10.56 to Old ICN's Form 10-K for the
       year ended December 31, 1992*
       
4.5    ICN Pharmaceuticals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.57 to Old ICN's Form 10-K     
       for the year ended December 31, 1992*
       
4.6    SPI Pharmaceuticals, Inc. 1992 Employee Incentive Stock Option Plan
       previously filed as Exhibit 10.42 to SPI's Form 10-K for the year
       ended December 31, 1992*
       
4.7    SPI Pharmaceuticals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.43 to SPI's Form 10-K for the year
       ended December 31, 1992*
       
4.8    Viratek, Inc. 1992 Employee Incentive Stock Option Plan previously
       filed as Exhibit 10.22 to Viratek's Registration         
       Statement No. 33-54678 on Form S-2*
       
4.9    Viratek, Inc. 1992 Non-Qualified Stock Option Plan previously filed
       as Exhibit 10.23 to Viratek's Registration Statement    
       No. 33-54678 on Form S-2*
       
4.10   ICN Biomedicals, Inc. 1992 Employee Incentive Stock Option Plan 
       previously filed as Exhibit 10.22 to Biomedical's Form 10-K 
       for the year ended December 31, 1992*
       
4.11   ICN Biomedicals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.23 to Biomedical's Form 10-K for  
       the year ended December 31, 1992*
       
4.12   ICN Pharmaceuticals, Inc. 1981 Employee Incentive Stock Option Plan,
       as amended, previously filed as Exhibit 4.1 to Registration
       Statement No. 33-60866 on Form S-3*

4.13   ICN Pharmaceuticals, Inc. 1981 Non-Qualified Stock Option Plan
       previously filed as Exhibit 4.1 to Registration Statement No.
       33-60866 on Form S-8*
       <PAGE>
<PAGE> 11



4.14   SPI Pharmaceuticals, Inc. 1981 Employee Incentive Stock Option Plan,
       as amended and restated as of January 21, 1992, previously filed as
       Exhibit 4.1 to SPI's Registration Statement No. 33-60872 on Form
       S-8*
       
4.15   SPI Pharmaceuticals, Inc. 1982 Non-Qualified Stock Option Plan, as
       amended and restated as of January 21, 1992, previously filed as
       Exhibit 4.2 to SPI's Registration Statement No. 33-60872 on Form
       S-8*
      
4.16   SPI Pharmaceuticals, Inc. 1988 Non-Qualified Stock Option Plan
       previously filed as an Exhibit to SPI Pharmaceuticals, Inc.'s
       Registration Statement No. 33-63166*

4.17   Viratek, Inc. 1981 Employee Incentive Stock Option Plan, as amended
       on January 21, 1992, previously filed as an Exhibit to Viratek's
       Registration Statement No. 33-60876*
    
4.18   Viratek, Inc. 1981 Non-Qualified Stock Option Plan previously 
       filed as an Exhibit to Viratek, Inc.'s Registration Statement
       No. 33-63168*

4.19   Viratek, Inc. 1986 Non-Qualified Stock Option Plan previously 
       filed as an Exhibit to Viratek, Inc.'s Registration Statement
       No. 33-63168*

4.20   ICN Biomedicals, Inc. 1983 Non-Qualified Stock Option Plan
       previously filed as an Exhibit to Biomedicals' Registration
       Statement No. 33-34943*
 
4.21   ICN Biomedicals, Inc. 1983 Incentive Stock Option Plan, as amended
       and restated as of January 21, 1992, previously filed as an Exhibit
       to Biomedicals' Registration Statement No. 33-34943*

4.22   ICN Biomedicals, Inc. 1988 Non-Qualified Stock Option Plan,
       previously filed as an Exhibit to Biomedicals' Registration
       Statement No. 33-63162*

4.23   ICN Pharmaceuticals, Inc. 1994 Stock Option Plan  

       
5.1    Opinion of M'Liss Jones Kane, Vice President, Assistant General
       Counsel and Assistant Secretary of the Company regarding legality of
       shares of Common Stock covered by the Registration Statement
       
15.1   Letter from Coopers & Lybrand L.L.P. concerning unaudited interim
       information                                               
       
23.1   Consent of M'Liss Jones Kane, Vice President, Assistant General
       Counsel and Assistant Secretary of the Company (included 
       in Exhibit 5.1)
       
<PAGE>
<PAGE> 12

23.2   Consent of Coopers & Lybrand L.L.P. independent public accountants   

       
24.1   Powers of Attorney (included on signature page herewith)             


- -------------------------------------------
Incorporated by reference.
     
*    Incorporated by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 33451}]
{"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": "033-56971", "film-number": "94565433"}, "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 December 20, 1994.
                                          Registration No. 33-________
                       SECURITIES AND EXCHANGE COMMISSION
              ----------------------------------------------------
                             Washington, D.C. 20349
                                    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 jurisdiction of                        (I.R.S. Employer 
incorporation or organization)                        Identification No.)
3300 HYLAND AVENUE, COSTA MESA, CALIFORNIA                  92626
(Address of principal executive offices)                  (Zip Code)

                ICN PHARMACEUTICALS, INC. 1994 STOCK OPTION PLAN
            THE FOLLOWING PLANS ASSUMED BY ICN PHARMACEUTICALS, INC.
           BY REASON OF THE MERGER DESCRIBED IN THE EXPLANATORY NOTE:

      ICN BIOMEDICALS, INC. 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      ICN BIOMEDICALS, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
      ICN BIOMEDICALS, INC. 1983 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      ICN BIOMEDICALS, INC. 1983 NON-QUALIFIED STOCK OPTION PLAN
      ICN BIOMEDICALS, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN
      ICN PHARMACEUTICALS, INC. 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      ICN PHARMACEUTICALS, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
      ICN PHARMACEUTICALS, INC. 1981 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      ICN PHARMACEUTICALS, INC. 1981 NON-QUALIFIED STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1982 NON-QUALIFIED STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1982 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      SPI PHARMACEUTICALS, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN
      VIRATEK, INC. 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      VIRATEK, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
      VIRATEK, INC. 1981 EMPLOYEE INCENTIVE STOCK OPTION PLAN
      VIRATEK, INC. 1981 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
      VIRATEK, INC. 1986 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
                             (FULL TITLES OF PLANS)

                                   MILAN PANIC
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                            ICN PHARMACEUTICALS, INC.
                3300 HYLAND AVENUE, COSTA MESA, CALIFORNIA  92626
                     (Name and address of agent for service)
                                 (714) 545-0100
          (Telephone number, including area code, of agent for service)
                                        
                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM   PROPOSED MAXIMUM
TITLE OF SECURITIES  AMOUNT TO BE   OFFERING PRICE   AGGREGATE OFFERING  AMOUNT OF
 TO BE REGISTERED    REGISTERED
PER SHARE
PRICE
REGISTRATION FEE
- --------------------------------------------------------------------------                 
   Common Stock
 ($.01 par value)      8,447,691           *                  *              $53,065.60
Plus such additional shares as may be made available in order to adjust
       for a change in capitalization.
As determined in accordance with Rule 457, the amount of the
       Registration Fee is based on 5,447,691 shares which are subject to options at
       an aggregate exercise price of $18.66 per share, 462,500 shares which are
       subject to option at $20.00 per share and 2,537,500 shares which may be
       issuable upon exercise of options that may be granted under the ICN
       Pharmaceuticals, Inc. 1994 Stock Option Plan.
i

                                EXPLANATORY NOTE

     On November 10, 1994, ICN Pharmaceuticals, Inc. ("Old ICN"), SPI
Pharmaceuticals, Inc. ("SPI"), Viratek, Inc. ("Viratek") and ICN
Biomedicals, Inc. ("Biomedicals"; and together with Old ICN, SPI and
Viratek, the "Predecessor Companies") effected a business combination
transaction pursuant to which Old ICN, SPI and Viratek merged with and into
ICN Merger Corp. ("ICN" or the "Company") and Biomedicals merged with and
into ICN Subsidiary Corp. (the transactions are referred to collectively
herein as the "Merger").  Following the Merger, ICN changed its name to
"ICN Pharmaceuticals, Inc." and ICN Subsidiary Corp. changed its name to
"ICN Biomedicals, Inc."  Pursuant to the Merger, holders of shares of SPI
common stock (other than Old ICN) became entitled to exchange each such
share for 1.0 share of common stock, par value $.01 (the "Common Stock"),
of ICN; holders of shares of Old ICN common stock became entitled to
exchange each such share for 0.512 share of Common Stock; holders of shares
of Viratek common stock (other than Old ICN) became entitled to exchange
each such share for 0.499 share of Common Stock and holders of shares of
Biomedicals common stock (other than Old ICN) became entitled to exchange
each such share for 0.197 share of Common Stock.  Pursuant to an Agreement
and Plan of Merger, dated as of August 1, 1994, as amended, by and among
each of the Predecessor Companies and the Company pursuant to which the
Merger was consummated, ICN assumed responsibility for administering all
option plans (and certain grants made to Milan Panic) previously adopted by
each of the Predecessor Companies and all outstanding stock options granted
under such option plans (and certain options granted to Milan Panic) were
converted into stock options exercisable for Common Stock (with the number
of shares subject to such options and the exercise prices thereof being
adjusted to reflect the applicable exchange ratio as described above).  In
addition, this Registration Statement also relates to the registration of
3,000,000 shares of Common Stock which may be issued upon exercise of
options which have been or may be granted under the ICN Pharmaceuticals,
Inc. 1994 Stock Option Plan.
1

                                        
                                     PART II
                                        
                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT
                                        
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
                                        
          The following documents which have been filed by the Company with
the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement, as of their respective dates:

          (a)  The Company's Prospectus, dated November 10, 1994, filed
with the Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended, and included in the Company's Registration Statement on
Form S-1 (Registration No. 33-83952);

          (b)  The Company's Report on Form 10-Q for the quarter ending
September 30, 1994, filed with the Commission on November 14, 1994; and

          (c)  The description of the Company's common stock, par value
$.01 per share, contained in the Company's Registration Statement on Form
S-4 filed with the Commission (Registration No. 33-84534).

          All documents filed subsequent to the date hereof by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and prior
to the filing of a post-effective amendment hereto which indicate that all
securities offered hereby have been sold or which deregister all securities
then remaining unsold, shall be deemed to be incorporated by reference
herein and made a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter referred
to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which
the offering made hereby are in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by reference herein
or be a part hereof from and after the filing of such Annual Report on Form
10-K.

          Any statement contained in an Incorporated Document 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
herein or in any other subsequently filed Incorporated Document 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 required.
2

ITEM 5.   INTERESTS OF NAMED EXPERTS.

          As of December 1, 1994, M'Liss Jones Kane, Vice President,
Assistant General Counsel and Assistant Secretary of the Company, held
options to purchase 28,049 shares of 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
another 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.
3
          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 Section
16(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.

          None
4
ITEM 8.   EXHIBITS.
                                                 
Exhibit No.               Description

4.1    Form of Restated Certificate of Incorporation of the Company
       previously filed as Exhibit 3.1 to the Company's Registration  
       Statement No. 33-84534 on Form S-4*
       
4.2    Form of By-laws of the Company previously filed as Exhibit 3.2 to
       the Company's Registration Statement  No. 33-84534 on Form S-4*
       
4.3    Form of Rights Agreement between the Company and the Rights Agent
       previously filed as Exhibit 4.2 to the Company's Registration
       Statement No. 33-84534 on Form S-4*
       
4.4    ICN Pharmaceuticals, Inc. 1992 Employee Incentive Stock Option Plan
       previously filed as Exhibit 10.56 to Old ICN's Form 10-K for the
       year ended December 31, 1992*
       
4.5    ICN Pharmaceuticals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.57 to Old ICN's Form 10-K     
       for the year ended December 31, 1992*
       
4.6    SPI Pharmaceuticals, Inc. 1992 Employee Incentive Stock Option Plan
       previously filed as Exhibit 10.42 to SPI's Form 10-K for the year
       ended December 31, 1992*
       
4.7    SPI Pharmaceuticals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.43 to SPI's Form 10-K for the year
       ended December 31, 1992*
       
4.8    Viratek, Inc. 1992 Employee Incentive Stock Option Plan previously
       filed as Exhibit 10.22 to Viratek's Registration         
       Statement No. 33-54678 on Form S-2*
       
4.9    Viratek, Inc. 1992 Non-Qualified Stock Option Plan previously filed
       as Exhibit 10.23 to Viratek's Registration Statement    
       No. 33-54678 on Form S-2*
       
4.10   ICN Biomedicals, Inc. 1992 Employee Incentive Stock Option Plan 
       previously filed as Exhibit 10.22 to Biomedical's Form 10-K
       for the year ended December 31, 1992*
       
4.11   ICN Biomedicals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.23 to Biomedical's Form 10-K for  
       the year ended December 31, 1992*
       
4.12   ICN Pharmaceuticals, Inc. 1981 Employee Incentive Stock Option Plan,
       as amended, previously filed as Exhibit 4.1 to Registration
       Statement No. 33-60866 on Form S-3*

4.13   ICN Pharmaceuticals, Inc. 1981 Non-Qualified Stock Option Plan
       previously filed as Exhibit 4.1 to Registration Statement No.
       33-60866 on Form S-8*
5              
4.14   SPI Pharmaceuticals, Inc. 1981 Employee Incentive Stock Option Plan,
       as amended and restated as of January 21, 1992, previously filed as
       Exhibit 4.1 to SPI's Registration Statement No. 33-60872 on Form
       S-8*
       
4.15   SPI Pharmaceuticals, Inc. 1982 Non-Qualified Stock Option Plan, as
       amended and restated as of January 21, 1992, previously filed as
       Exhibit 4.2 to SPI's Registration Statement No. 33-60872 on Form
       S-8*
      
4.16   SPI Pharmaceuticals, Inc. 1988 Non-Qualified Stock Option Plan
       previously filed as an Exhibit to SPI Pharmaceuticals, Inc.'s
       Registration Statement No. 33-63166*

4.17   Viratek, Inc. 1981 Employee Incentive Stock Option Plan, as amended
       on January 21, 1992, previously filed as an Exhibit to Viratek's
       Registration Statement No. 33-60876*
    
4.18   Viratek, Inc. 1981 Non-Qualified Stock Option Plan previously 
       filed as an Exhibit to Viratek, Inc.'s Registration Statement
       No. 33-63168*

4.19   Viratek, Inc. 1986 Non-Qualified Stock Option Plan previously 
       filed as an Exhibit to Viratek, Inc.'s Registration Statement
       No. 33-63168*

4.20   ICN Biomedicals, Inc. 1983 Non-Qualified Stock Option Plan
       previously filed as an Exhibit to Biomedicals' Registration
       Statement No. 33-34943*
 
4.21   ICN Biomedicals, Inc. 1983 Incentive Stock Option Plan, as amended
       and restated as of January 21, 1992, previously filed as an Exhibit  
       to Biomedicals' Registration Statement No. 33-34943*

4.22   ICN Biomedicals, Inc. 1988 Non-Qualified Stock Option Plan,
       previously filed as an Exhibit to Biomedicals' Registration
       Statement No. 33-63162*

4.23   ICN Pharmaceuticals, Inc. 1994 Stock Option Plan  
                                                                         
5.1    Opinion of M'Liss Jones Kane, Vice President, Assistant General
       Counsel and Assistant Secretary of the Company regarding legality of
       shares of Common Stock covered by the Registration Statement 
       
15.1   Letter from Coopers & Lybrand L.L.P. concerning unaudited interim
       information                                               
       
23.1   Consent of M'Liss Jones Kane, Vice President, Assistant General
       Counsel and Assistant Secretary of the Company (included 
       in Exhibit 5.1)
       
23.2   Consent of Coopers & Lybrand L.L.P. independent public accountants   
                                                     
       
24.1   Powers of Attorney (included on signature page herewith)
6       

       
                                                 
       

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 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.

         (b)   That, for the purpose of determining any liability under the
Securities Act of 1933, 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 purposes of determining any liability under the
Securities Act of 1933, 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 of 1933 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 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 Act and will be governed by the final adjudication of such issue.
7

                                   SIGNATURES
                                        
         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 it has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Costa Mesa, State of California,
on December 20, 1994.

                                   ICN PHARMACEUTICALS, INC.

                                      /s/ Milan Panic
                                   By:___________________________
                                        Milan Panic
                                        Chairman of the Board,
                                        Chief Executive Officer
                                        and President

                                POWER OF ATTORNEY
                                        
          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Milan Panic and John E.
Giordani and each or any of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for such person and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective 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 each acting alone, 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 might or could be done in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone,
or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
8
          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
_____________________                               December 20, 1994
Milan Panic            Chairman of the Board,
                       Chief Executive Officer
                       and President

/s/ Norman Barker
_____________________                               December 20, 1994
Norman Barker, Jr.     Director

/s/ Birch E. Bayh
_____________________                               December 20, 1994
Birch E. Bayh, Esq.    Director

/s/ Alan F. Charles
_____________________                               December 20, 1994
Alan F. Charles        Director

/s/ Robert Finch
_____________________                               December 20, 1994
Robert H. Finch, Esq.  Director

/s/ John E. Giordani
____________________                                December 20, 1994
John E. Giordani       Executive Vice President -
                       Chief Financial Officer
                       and Corporate Controller
/s/ Roger Guillemin, M.D.
_____________________                               December 20, 1994
Roger Guillemin, M.D., 
Ph.D.                  Director

/s/ Adam Jerney
_____________________                                December 20, 1994
Adam Jerney            Director, Executive
                       Vice President - Chief
                       Operating Officer
9

/s/ Weldon B. Jolley
______________________                               December 20, 1994
Weldon B. Jolley,
 Ph.D.                 Director

/s/ Vernon Knight, M.D.
____________________                                 December 20, 1994
Vernon Knight, M.D.    Director

/s/ Jean Francois Kurz
_____________________                                December 20, 1994
Jean Francois Kurz     Director

/s/ Thomas H. Lenagh
_______________________                              December 20, 1994
Thomas H. Lenagh       Director

/s/ Charles T. Manatt
_______________________                              December 20, 1994
Charles T. Manatt      Director

/s/ James P. Miscoll
_______________________                              December 20, 1994
James P. Miscoll       Director

/s/ Stephen Moses
_______________________                              December 20, 1994
Stephen Moses          Director

/s/ Michael Smith, Ph.D.
_______________________                              December 20, 1994
Michael Smith, Ph.D.   Director

/s/ Roberts A. Smith, Ph.D.
_______________________                              December 20, 1994
Roberts A. Smith, Ph.D. Director

/s/ Richard W. Starr
_______________________                              December 20, 1994
Richard W. Starr       Director
10
                           ICN PHARMACEUTICALS, INC.
                                        
                                INDEX TO EXHIBITS

Exhibit No.               Description          

4.1    Form of Restated Certificate of Incorporation of the Company
       previously filed as Exhibit 3.1 to the Company's Registration  
       Statement No. 33-84534 on Form S-4*
       
4.2    Form of By-laws of the Company previously filed as Exhibit 3.2 to
       the Company's Registration Statement  No. 33-84534 on Form S-4*
       
4.3    Form of Rights Agreement between the Company and the Rights Agent
       previously filed as Exhibit 4.2 to the Company's Registration
       Statement No. 33-84534 on Form S-4*
       
4.4    ICN Pharmaceuticals, Inc. 1992 Employee Incentive Stock Option Plan
       previously filed as Exhibit 10.56 to Old ICN's Form 10-K for the
       year ended December 31, 1992*
       
4.5    ICN Pharmaceuticals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.57 to Old ICN's Form 10-K     
       for the year ended December 31, 1992*
       
4.6    SPI Pharmaceuticals, Inc. 1992 Employee Incentive Stock Option Plan
       previously filed as Exhibit 10.42 to SPI's Form 10-K for the year
       ended December 31, 1992*
       
4.7    SPI Pharmaceuticals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.43 to SPI's Form 10-K for the year
       ended December 31, 1992*
       
4.8    Viratek, Inc. 1992 Employee Incentive Stock Option Plan previously
       filed as Exhibit 10.22 to Viratek's Registration         
       Statement No. 33-54678 on Form S-2*
       
4.9    Viratek, Inc. 1992 Non-Qualified Stock Option Plan previously filed
       as Exhibit 10.23 to Viratek's Registration Statement    
       No. 33-54678 on Form S-2*
       
4.10   ICN Biomedicals, Inc. 1992 Employee Incentive Stock Option Plan 
       previously filed as Exhibit 10.22 to Biomedical's Form 10-K 
       for the year ended December 31, 1992*
       
4.11   ICN Biomedicals, Inc. 1992 Non-Qualified Stock Option Plan
       previously filed as Exhibit 10.23 to Biomedical's Form 10-K for  
       the year ended December 31, 1992*
       
4.12   ICN Pharmaceuticals, Inc. 1981 Employee Incentive Stock Option Plan,
       as amended, previously filed as Exhibit 4.1 to Registration
       Statement No. 33-60866 on Form S-3*

4.13   ICN Pharmaceuticals, Inc. 1981 Non-Qualified Stock Option Plan
       previously filed as Exhibit 4.1 to Registration Statement No.
       33-60866 on Form S-8*
11

4.14   SPI Pharmaceuticals, Inc. 1981 Employee Incentive Stock Option Plan,
       as amended and restated as of January 21, 1992, previously filed as
       Exhibit 4.1 to SPI's Registration Statement No. 33-60872 on Form
       S-8*
       
4.15   SPI Pharmaceuticals, Inc. 1982 Non-Qualified Stock Option Plan, as
       amended and restated as of January 21, 1992, previously filed as
       Exhibit 4.2 to SPI's Registration Statement No. 33-60872 on Form
       S-8*
      
4.16   SPI Pharmaceuticals, Inc. 1988 Non-Qualified Stock Option Plan
       previously filed as an Exhibit to SPI Pharmaceuticals, Inc.'s
       Registration Statement No. 33-63166*

4.17   Viratek, Inc. 1981 Employee Incentive Stock Option Plan, as amended
       on January 21, 1992, previously filed as an Exhibit to Viratek's
       Registration Statement No. 33-60876*
    
4.18   Viratek, Inc. 1981 Non-Qualified Stock Option Plan previously 
       filed as an Exhibit to Viratek, Inc.'s Registration Statement
       No. 33-63168*

4.19   Viratek, Inc. 1986 Non-Qualified Stock Option Plan previously 
       filed as an Exhibit to Viratek, Inc.'s Registration Statement
       No. 33-63168*

4.20   ICN Biomedicals, Inc. 1983 Non-Qualified Stock Option Plan
       previously filed as an Exhibit to Biomedicals' Registration
       Statement No. 33-34943*
 
4.21   ICN Biomedicals, Inc. 1983 Incentive Stock Option Plan, as amended
       and restated as of January 21, 1992, previously filed as an Exhibit
       to Biomedicals' Registration Statement No. 33-34943*

4.22   ICN Biomedicals, Inc. 1988 Non-Qualified Stock Option Plan,
       previously filed as an Exhibit to Biomedicals' Registration
       Statement No. 33-63162*

4.23   ICN Pharmaceuticals, Inc. 1994 Stock Option Plan  

       
5.1    Opinion of M'Liss Jones Kane, Vice President, Assistant General
       Counsel and Assistant Secretary of the Company regarding legality of
       shares of Common Stock covered by the Registration Statement
       
15.1   Letter from Coopers & Lybrand L.L.P. concerning unaudited interim
       information                                               
       
23.1   Consent of M'Liss Jones Kane, Vice President, Assistant General
       Counsel and Assistant Secretary of the Company (included 
       in Exhibit 5.1)
12

23.2   Consent of Coopers & Lybrand L.L.P. independent public accountants   

       
24.1   Powers of Attorney (included on signature page herewith)             

- -------------------------------------------
Incorporated by reference.
     
*    Incorporated by reference.