EXHIBIT 2.1


                  AGREEMENT AND PLAN OF MERGER
                            BETWEEN
                     PENEDERM INCORPORATED,
                    a California corporation
                              and
                     PENEDERM INCORPORATED,
                     a Delaware corporation


      THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is
dated as of July 30, 1997 between Penederm Incorporated, a
California corporation ("Penederm California"), and Penederm
Incorporated, a Delaware corporation ("Penederm Delaware"), a
wholly owned subsidiary of Penederm California.

                           BACKGROUND

      A.  Penederm California is a corporation duly organized,
validly existing and in good standing under the laws of the State
of California and, on the date of this Agreement, has authority
to issue 40,000,000 shares consisting of 30,000,000 shares of
Common Stock, no par value, and 10,000,000 shares of Preferred
Stock, no par value, of which 8,134,660 shares of Common Stock
and no shares of Preferred Stock are issued and outstanding.

      B.  Penederm Delaware is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware and, on the date of this Agreement, has authority to
issue 40,000,000 shares, consisting of 30,000,000 shares of
Common Stock, $0.01 par value, and 10,000,000 shares of Preferred
Stock, $0.01 par value, of which one share of Common Stock is
issued and outstanding and owned by Penederm California and no
shares of Preferred Stock are issued and outstanding.

      C.  The Board of Directors of each of Penederm California
and Penederm Delaware have determined that it is advisable and in
the best interests of each of such corporations that Penederm
California merge into Penederm Delaware upon the terms and
subject to the conditions set forth in this Agreement, for the
purpose of effecting the reincorporation of Penederm California
in the State of Delaware and have, by resolutions duly adopted,
approved this Agreement and directed that it be submitted to a
vote of their respective stockholders and executed by the
undersigned officers.


      THE PARTIES AGREE AS FOLLOWS:


                           ARTICLE I

                          DEFINITIONS

      When used in this Agreement (and in any Exhibit in which
such terms are not otherwise defined) the following terms shall
have the following meanings:

      "California Common Stock" shall mean shares of Common
Stock, no par value, of Penederm California.

      "California Preferred Stock" shall mean shares of Preferred
Stock, no par value, of Penederm California.

      "Certificate of Merger" shall mean the Certificate of
Merger of Penederm California into Penederm Delaware to be filed
with the Secretary of State of the State of Delaware in
substantially the form attached hereto as Exhibit 2.1.

      "Delaware Common Stock" shall mean shares of Common Stock,
$0.01 par value, of Penederm Delaware.

      "Delaware Preferred Stock" shall mean shares of Preferred
Stock, $0.01 par value, of Penederm Delaware.

      "Effective Time" shall mean the time when the Certificate
of Merger is filed with the Secretary of State of the State of
Delaware and the Merger becomes effective.

      "Merger" shall mean the merger of Penederm California into
Penederm Delaware.

      "Shareholders' Meeting" shall mean the 1997 annual meeting
of shareholders of Penederm California to approve and adopt this
Agreement, among other things.

      "Surviving Corporation" shall mean Penederm Delaware from
and after the Effective Time.


                           ARTICLE II

                             MERGER

      2.1 Merger.  At the Effective Time, the Merger shall become
effective under Section 252 of the Delaware General Corporation
Law and Section 1108(d) of the California General Corporation
Law, and Penederm California shall merge into Penederm Delaware,
the separate existence of Penederm California shall cease and
Penederm Delaware shall continue in existence as the surviving
corporation under the Delaware General Corporation Law.

      2.2 Filings.  On or prior to the Closing Date, Penederm
California and Penederm Delaware shall cause:

          (a)   an executed counterpart of the Certificate of
Merger to be filed with the Secretary of State of California; and

          (b)   the Certificate of Merger to be filed with the
Secretary of State of Delaware.  As soon as practicable after the
Effective Time, the Surviving Corporation shall cause the
Certificate of Merger to be filed with the County Recorder of the
county in which the registered office of Penederm Delaware in the
State of Delaware is located and shall cause such other local
filings to be made as are required under the laws of the State of
California.

      2.3 Effects of the Merger.  At the Effective Time:

          (a)   the separate existence of Penederm California
shall cease and Penederm California shall be merged into Penederm
Delaware;

          (b)   the Certificate of Incorporation of Penederm
Delaware shall continue as the Certificate of Incorporation of
the Surviving Corporation;

          (c)   the Bylaws of Penederm Delaware shall continue as
the Bylaws of the Surviving Corporation;

          (d)   each officer and director of Penederm California
in office immediately prior to the Effective Time shall serve in
the same capacity as an officer or director of the Surviving
Corporation immediately after the Effective Time;

          (e)   each share of California Common Stock outstanding
immediately prior to the Effective Time shall be converted into
one share of Delaware Common Stock pursuant to Article III;

          (f)   without further transfer, act, or deed, the
separate existence of Penederm California shall cease and the
Surviving Corporation shall possess all the rights, privileges,
powers and franchises, and shall be subject to all the
restrictions, disabilities and duties, of Penederm California;
and all property, real, personal and mixed, and all debts due to
Penederm California on whatever account, as well as stock
subscriptions and all other things belonging to Penederm
California shall be vested in the Surviving Corporation; and all
property, rights, privileges, powers and franchises, and all and
every other interest of Penederm California shall be thereafter
as effectually the property of the Surviving Corporation as they
were of Penederm California, and the title to any real estate
vested by deed or otherwise in Penederm California shall not
revert or be in any way impaired by reason of the Merger; and all
rights of creditors of Penederm California and all liens upon any
property of Penederm California shall be preserved unimpaired and
all debts, liabilities and duties of Penederm California shall
attach to the Surviving Corporation and may be enforced against
it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it.

      2.4 Further Assurances.  Penederm California agrees that
if, at any time after the Effective Time, the Surviving
Corporation shall consider or be advised that any further deeds,
assignments or assurances are necessary or desirable to vest,
perfect or confirm in the Surviving Corporation title to any
property or rights of Penederm California, the Surviving
Corporation and its officers and directors may execute and
deliver all such deeds, assignments and assurances and do all
other things necessary or desirable to vest, perfect or confirm
title to such property or rights in the Surviving Corporation and
otherwise to carry out the purposes of this Agreement, in the
name of Penederm California or otherwise.


                          ARTICLE III

                      CONVERSION OF STOCK

      3.1 Conversion of Stock.  At the Effective Time, the stock
of Penederm California shall be converted into stock of Penederm
Delaware, as follows:

          (a)   each share of California Common Stock issued and
outstanding immediately prior to the Effective Time shall, by
virtue of the Merger and without any action on the part of the
holder thereof, be converted into one share of Delaware Common
Stock; and

          (b)   each share of Delaware Common Stock issued and
outstanding immediately prior to the Effective Time shall be
canceled and retired and no stock shall be issued in the Merger
in respect thereof.

      3.2 Stock Certificates.  At and after the Effective Time,
all of the outstanding certificates which immediately prior to
the Effective Time represented shares of California Common Stock
shall be deemed for all purposes to evidence ownership of, and to
represent, shares of Delaware Common Stock into which the shares
of California Common Stock formerly represented by such
certificates have been converted as provided in this Agreement.
The registered owner on the books and records of Penederm
Delaware or its transfer agent of any outstanding stock
certificate shall, until such certificate shall have been
surrendered for transfer or otherwise accounted for to Penederm
Delaware or its transfer agents, have and be entitled to exercise
any voting and other rights with respect to, and to receive any
dividends and other distributions upon, the shares of Delaware
Common Stock evidenced by such outstanding certificate as
provided above.

      3.3 Stock Options.  Each right or option to purchase shares
of California Common Stock granted under the Penederm
Incorporated Equity Incentive Plan, the Penederm Incorporated
1994 Nonemployee Directors Stock Option Plan, the Penederm
Incorporated Employee Stock Purchase Plan, the Penederm
Incorporated Employee Stock Option Plan and the Penederm
Incorporated Consultant Stock Option Plan (collectively, the
"Plans") which is outstanding immediately prior to the Effective
Time, shall by virtue of the Merger and without any action on the
part of the holder thereof, be converted into and become an
option to purchase the same number of shares of Delaware Common
Stock at the same option price per share, and upon the same terms
and subject to the same conditions as in effect at the Effective
Time.  The same number of shares of Delaware Common Stock shall
be reserved for purposes of said Plans as is equal to the number
of shares of California Common Stock so reserved as of the
Effective Time.  As of the Effective Time, Penederm Delaware
hereby assumes the Plans and all obligations of Penederm
California under the Plans including the outstanding options or
awards or portions thereof granted pursuant to the Plans.

      3.4 Rights Agreement.  Each right to purchase shares of
California Common Stock outstanding under the Rights Agreement,
dated November 20, 1996, between Penederm California and
ChaseMellon Shareholder Services, LLC (the "Rights Agreement")
shall become a right to purchase the same number of shares of
Delaware Common Stock at the same price and on the same terms and
conditions as set forth in the Rights Agreement and Penederm
Delaware shall assume all rights and obligations of Penederm
California under the Rights Agreement immediately as of the
Effective Time.

      3.5 Validity of Delaware Common Stock.  All shares of
Delaware Common Stock into which California Common Stock are to
be converted pursuant to the Merger shall not be subject to any
statutory or contractual preemptive rights, shall be validly
issued, fully paid and nonassessable and shall be issued in full
satisfaction of all rights pertaining to such California Common
Stock.

      3.6 Rights of Former Holders.  From and after the Effective
Time, no holder of certificates which evidenced California Common
Stock immediately prior to the Effective Time shall have any
rights with respect to the shares formerly evidenced by those
certificates, other than to receive the shares of Delaware Common
Stock into which such California Common Stock shall have been
converted pursuant to the Merger.


                           ARTICLE IV

                            GENERAL

      4.1 Consents.  Each of Penederm California and Penederm
Delaware shall use its best efforts to obtain the consent and
approval of each person (other than shareholders of Penederm
California in their capacities as such) whose consent or approval
shall be required in order to permit consummation of the Merger.

      4.2 Governmental Authorizations.  Each of Penederm
California and Penederm Delaware shall cooperate in filing any
necessary reports or other documents with any federal, state,
local or foreign authorities having jurisdiction with respect to
the Merger.

      4.3 Waiver and Amendment.  This Agreement may be amended by
action of the Board of Directors of each of Penederm California
and Penederm Delaware without action by the stockholders of the
parties, except that (a) any amendment to Section 3.1, (b) any
amendment changing the terms, rights, powers or preferences of
the Delaware Common Stock, or (c) any amendment altering any
terms of this Agreement if such alteration would adversely affect
the holders of California Common Stock or Delaware Common Stock
must be approved by a majority of the voting power of the
outstanding California Common Stock.

      4.4 Termination.  This Agreement may be terminated and the
Merger and other transactions provided for by this Agreement
abandoned at any time prior to the Effective Time, whether before
or after adoption and approval of this Agreement at the
Shareholders' Meeting, by action of the Board of Directors of
Penederm California if the Board determines that the consummation
of the transactions contemplated by this Agreement would not, for
any reason, be in the best interests of Penederm California and
its shareholders.

      4.5 Entire Agreement.  This Agreement (including any
exhibits), contains the entire agreement among the parties with
respect to the Merger and supersedes all prior and concurrent
arrangements, letters of intent or understandings relating to the
Merger.

      4.6 Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be an original, but all of
which when taken together shall constitute one and the same
agreement.  This Agreement shall become effective when one or
more counterparts has been signed by each of the parties and
delivered to each of the other parties.

      4.7 Headings.  The article, section and paragraph headings
in this Agreement have been inserted for identification and
reference and shall not by themselves determine the meaning or
interpretation of any provision of this Agreement.

      4.8 Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware
and, so far as applicable, the merger provisions of the
California General Corporation Law.

      IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the date first above written.

                                  PENEDERM INCORPORATED,
                                  a California corporation
                                  
                                  
                                  
                                  By:  /s/ John W Quigley
                                      Title:  Senior Vice President,
                                      Research and Development
                                  
                                  By:  /s/ Richard Friedman
                                      Title:  Secretary
                                  
                                  
                                  PENEDERM INCORPORATED,
                                  a Delaware corporation
                                  
                                  
                                  
                                  By:  /s/ John W Quigley
                                      Title:  Senior Vice President,
                                      Research and Development
                                  
                                  By:  /s/ Richard Friedman
                                      Title:  Secretary
                         




EXHIBIT 2.1 TO THE AGREEMENT OF PLAN AND MERGER
                                

                      CERTIFICATE OF MERGER
                                
                               OF
                                
                     PENEDERM INCORPORATED,
                    a California corporation
                                
                              INTO
                                
                     PENEDERM INCORPORATED,
                     a Delaware corporation
                                
                (UNDER SECTION 252 OF THE GENERAL
            CORPORATION LAW OF THE STATE OF DELAWARE)


Penederm Incorporated, a Delaware corporation, hereby certifies
that:

     (1)  The name and state of incorporation of each of the
constituent corporations are:

                    (a)  Penederm Incorporated, a Delaware
               corporation ("Penederm Delaware"); and

                    (b)  Penederm Incorporated, a California
               corporation ("Penederm California").

     (2)  An Agreement of Merger has been approved, adopted,
certified, executed and acknowledged by Penederm California and
by Penederm Delaware in accordance with the provisions of
subsection (c) of Section 252 of the General Corporation Law of
the State of Delaware.

     (3)  The name of the surviving corporation is Penederm
Incorporated, a Delaware corporation, which will continue its
existence as the surviving corporation under its present name
upon the effective date of the merger.

     (4)  The certificate of incorporation of Penederm Delaware
shall be the certificate of incorporation of the surviving
corporation after the effectiveness of the merger.

     (5)  The executed Agreement of Merger is on file at the
principal place of business of the surviving corporation,
Penederm Delaware, located at 320 Lakeside Drive, Foster City,
California 94404.

     (6)  A copy of the Agreement of Merger will be furnished by
Penederm Delaware, on request and without cost, to any
stockholder of Penederm California or Penederm Delaware.

     (7)  The authorized capital stock of Penederm California is
30,000,000 shares of Common Stock and 10,000,000 shares of
Preferred Stock.


     IN WITNESS WHEREOF, Penederm Delaware has caused this
Certificate of Merger to be signed by John W. Quigley, its Senior
Vice President, Research and Development, on the 30th day of
July, 1997.


                         Penederm Incorporated,
                         a Delaware corporation


                         By: _/s/ John W. Quigley______________
                              John W. Quigley,
                              Senior Vice President, Research and
                              Development