SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT



                       Pursuant to Section 13 of 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): October 15, 1996


                            ICN Pharmaceuticals, Inc.


             (Exact name of registrant as specified in its charter)





Delaware                     1-11397                                 33-0628076
(State or other       (Commission File No.)                       (IRS Employer
jurisdiction of                                          Identification Number)
Incorporation)


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


Registrant's telephone number, including area code:  (714) 545-0113



(Former name or former address, if changed since last report):  N/A







Item 5:  Other Events

     ICN  PHARMACEUTICALS ISSUES $50 MILLION IN CONVERTIBLE  PREFERRED STOCK TO
FINANCE MAJOR EXPANSION PROGRAM

COSTA  MESA,  Calif.,  Oct.  15,  1996--ICN  Pharmaceuticals,   Inc.  (NYSE:ICN)
announced today that it has issued $50 million in convertible preferred stock to
fund  acquisitions  to expand the Company's U.S. core business lines, as well as
its expansion in the fast growing and newly emerging  pharmaceutical  markets of
Eastern Europe and Asia.

The preferred stock has a 6 percent annual  dividend that is payable  quarterly.
The Company has the option to pay the dividend in either cash or common stock of
the Company.  It is  convertible  at the option of the holders into common stock
based on a conversion  price calculated using the average daily low for the five
trading days  preceding the  conversion  date and applying a discount  generally
ranging from 3 percent initially to 9 percent. The aggregate amount of preferred
shares that can be converted  within the first two six-month  periods  following
issuance of the  preferred  stock is  restricted.  The  preferred  stock is also
mandatorily  convertible  into  common  stock on the  fifth  anniversary  of its
issuance (subject to extension under certain  circumstances).  Dividends paid in
common stock are determined on the same basis. The preferred stock was issued as
a private placement.

Key acquisitions  include Leksredstva  (Russia),  Alkaloida  (Hungary),  Siemens
(U.S.), and Wuxi (Peoples Republic of China).



Date:             /s/ David C. Watt
                  --------------------------------
                  DAVID C. WATT
                  Executive Vice President -
                  General Counsel and Corporate
                  Secretary