UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549




---

FORM 10-Q



|    |                                                        
|--- | -------------------------------------------------------
|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 1999

OR



|      |                                                         
|----- | --------------------------------------------------------
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


or the transition period from
               to

Commission file number 0-18443

MEDICIS PHARMACEUTICAL CORPORATION

(Exact name of Registrant as specified in its
charter)


|                                                                          |  |                                                  
|------------------------------------------------------------------------- |  | -------------------------------------------------
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Delaware
	(State or other jurisdiction of
	incorporation or organization) |  | 52-1574808
	(I.R.S. Employer
	Identification No.)

4343 East Camelback Road

Phoenix, Arizona 85018-2700


(Address of principal executive offices)


(602) 808-8800

(Registrants telephone number, including
area code)


Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the past 90 days.



Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.

|                                     |  |                                  |            | 
|------------------------------------ |  | -------------------------------- | ---------- | 
|Class                                |  | Outstanding at November 10, 1999
|                                     |  |                                 
|Class A Common Stock $.014 Par Value |  |                                  | 28,399,762 | 
|                                    
|                                    
|                                    
|                                    
|Class B Common Stock $.014 Par Value |  |                                  | 422,962    | 



---






---



MEDICIS PHARMACEUTICAL CORPORATION

Table of Contents

|           |  |                       |    |                                                                                                                |  |      |    | 
|---------- |  | --------------------- | -- | -------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|           |  |                       |    |                                                                                                                |  | Page
|           |  |                       |    |                                                                                                                |  |     
|PART I.    |  | FINANCIAL INFORMATION |    |                                                                                                                |  |     
|           |  | Item  1               |    | Financial Statements                                                                                           |  |      |    | 
|          
|          
|          
|          
|           |  |                       |    | Condensed Consolidated Balance Sheets as of
        September  30, 1999 and June 30, 1999                      |  |      | 2  | 
|          
|          
|          
|          
|           |  |                       |    | Condensed Consolidated Statements of Income for the
        Three Months Ended September 30, 1999 and 1998     |  |      | 3  | 
|          
|          
|          
|          
|           |  |                       |    | Condensed Consolidated Statements of Cash Flows for
        the Three Months Ended September 30, 1999 and 1998 |  |      | 4  | 
|          
|          
|          
|          
|           |  |                       |    | Notes to the Condensed Consolidated Financial
        Statements                                               |  |      | 5  | 
|          
|          
|          
|          
|           |  | Item  2               |    | Managements Discussion and Analysis of Financial Condition
        and Results of Operations                  |  |      | 8  | 
|PART II.   |  | OTHER INFORMATION     |    |                                                                                                                |  |     
|          
|          
|          
|          
|           |  | Item  6               |    | Exhibits and Reports on Form 8-K                                                                               |  |      | 13 | 
|          
|          
|          
|          
|SIGNATURES |  |                       | 14 |                                                                                                               

1



---



Part I.  Financial Information

Item 1.  Financial Statements

MEDICIS PHARMACEUTICAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |             |             |             | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | -------------------------- | ----------- | ----------- | ----------- | ----------- | ----------- | ----------- | ----------- | 
|                                     |                                                                                                                                                                                     | September 30,                  |                            | June 30,   
|                                     |                                                                                                                                                                                     | 1999                           |                            | 1999       
|                                     |                                                                                                                                                                                     |                                |                            |            
|                                    
|                                    
|                                    
|                                    
|ASSETS                              
|                                    
|                                    
|                                    
|                                    
|Assets                               |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                    
|                                    
|                                    
|                                    
|                                     | Current assets:                                                                                                                                                                     |                                |                            |             |             |             |             |             |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Cash and cash equivalents      |                            | $           | 88,331,508  |             |             | $           | 87,718,718  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Short-term investments         |                            |             | 187,339,448 |             |             |             | 149,585,195 |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Accounts receivable, net       |                            |             | 27,438,847  |             |             |             | 31,582,935  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Inventories, net               |                            |             | 10,380,419  |             |             |             | 7,273,142   |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Deferred tax assets            |                            |             | 4,020,685   |             |             |             | 4,525,085   |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Note receivable                |                            |             |            |             |             |             | 39,100,000  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Accrued interest income        |                            |             | 2,831,568   |             |             |             | 2,656,219   |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Other current assets           |                            |             | 8,687,979   |             |             |             | 12,978,945  |            
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                     |                                                                                                                                                                                     |                                | Total current assets       |             |             | 329,030,454 |             |             |             | 335,420,239 | 
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|Property and equipment, net          |                                                                                                                                                                                     |                                | 1,824,728                  |             |             |             | 1,704,663   |            
|                                    
|                                    
|                                    
|                                    
|Intangible assets:                   |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                    
|                                    
|                                    
|                                    
|                                     | Intangible assets related to acquisitions                                                                                                                                           |                                |                            | 146,883,687 |             |             |             | 137,508,154 |            
|                                    
|                                    
|                                    
|                                    
|                                     | Other intangible assets                                                                                                                                                             |                                |                            | 973,414     |             |             |             | 973,414     |            
|                                    
|                                    
|                                    
|                                    
|                                     | Less: accumulated amortization                                                                                                                                                      |                                |                            | 11,056,894  |             |             |             | 9,505,319   |            
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                     |                                                                                                                                                                                     | Net intangible assets          |                            |             | 136,800,207 |             |             |             | 128,976,249 |            
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|Other non-current assets             |                                                                                                                                                                                     |                                | 1,136,449                  |             |             |             | 1,237,195   |            
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                     |                                                                                                                                                                                     | $                              | 468,791,838                |             |             | $           | 467,338,346 |            
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                    
|                                    
|                                    
|                                    
|LIABILITIES AND STOCKHOLDERS EQUITY
|                                    
|                                    
|                                    
|                                    
|Liabilities                          |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                    
|                                    
|                                    
|                                    
|                                     | Current liabilities:                                                                                                                                                                |                                |                            |             |             |             |             |             |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Accounts payable               |                            | $           | 8,484,790   |             |             | $           | 9,346,244   |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Notes payable                  |                            |             |            |             |             |             | 100,000     |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Accrued incentives             |                            |             | 997,629     |             |             |             | 2,739,245   |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Accrued royalties              |                            |             | 1,420,728   |             |             |             | 1,697,439   |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Income taxes payable           |                            |             | 6,540,268   |             |             |             | 10,659,944  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Short-term contract obligation |                            |             | 22,000,000  |             |             |             | 22,000,000  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                                     | Other accrued liabilities      |                            |             | 7,039,491   |             |             |             | 10,437,052  |            
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                     |                                                                                                                                                                                     |                                | Total current liabilities  |             |             | 46,482,906  |             |             |             | 56,979,924  | 
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|Long-term liabilities:               |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                    
|                                    
|                                    
|                                    
|                                     | Other non-current liabilities                                                                                                                                                       |                                |                            | 127,867     |             |             |             | 130,278     |            
|                                    
|                                    
|                                    
|                                    
|                                     | Long-term contract obligation                                                                                                                                                       |                                |                            | 35,437,210  |             |             |             | 34,716,456  |            
|                                    
|                                    
|                                    
|                                    
|                                     | Deferred tax liability                                                                                                                                                              |                                |                            | 2,206,872   |             |             |             | 1,935,272   |            
|                                    
|                                    
|                                    
|                                    
|Stockholders Equity                 |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                    
|                                    
|                                    
|                                    
|                                     | Preferred Stock, $0.01 par value; shares authorized: 5,000,000;
	no shares issued                                                                                                   |                                |                            |            |             |             |             |            |            
|                                    
|                                    
|                                    
|                                    
|                                     | Class A Common Stock, $0.014 par value; shares authorized:
	50,000,000; issued and outstanding: 28,381,680 and 28,239,269 at
	September 30, 1999 and at June 30, 1999, respectively |                                |                            | 397,344     |             |             |             | 395,350     |            
|                                    
|                                    
|                                    
|                                    
|                                     | Class B Common Stock, $0.014 par value; shares authorized:
	1,000,000; issued and outstanding: 422,962 at September 30,
	1999 and at June 30, 1999                                  |                                |                            | 5,921       |             |             |             | 5,921       |            
|                                    
|                                    
|                                    
|                                    
|                                     | Additional paid-in capital                                                                                                                                                          |                                |                            | 353,222,466 |             |             |             | 352,155,845 |            
|                                    
|                                    
|                                    
|                                    
|                                     | Accumulated other comprehensive loss                                                                                                                                                |                                |                            | (214,045    | )           |             |             | (465,784    | )          
|                                    
|                                    
|                                    
|                                    
|                                     | Accumulated earnings                                                                                                                                                                |                                |                            | 31,125,297  |             |             |             | 21,485,084  |            
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                     |                                                                                                                                                                                     |                                | Total stockholders equity |             |             | 384,536,983 |             |             |             | 373,576,416 | 
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            
|                                     |                                                                                                                                                                                     | $                              | 468,791,838                |             |             | $           | 467,338,346 |            
|                                     |                                                                                                                                                                                     |                                |                            |             |             |             |             |            

The accompanying notes are an integral part of this statement.

2



---



MEDICIS PHARMACEUTICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

|                                                             |                                     |                              |            |               |            |   |            |           |            | 
|------------------------------------------------------------ | ----------------------------------- | ---------------------------- | ---------- | ------------- | ---------- | - | ---------- | --------- | ---------- | 
|                                                             |                                     |                             
|                                                             |                                     | Three Months Ended          
|                                                             |                                     |                             
|                                                             |                                     | September 30,                |            | September 30,
|                                                             |                                     | 1999                         |            | 1998         
|                                                             |                                     |                              |            |              
|Net revenues                                                 |                                     | $                            | 31,643,932 |               |            | $ | 24,780,359 |          
|                                                             |                                     |                              |            |               |            |   |            |          
|Operating costs and expenses:                                |                                     |                              |            |               |            |   |            |          
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Cost of product revenue             |                              |            | 5,786,163     |            |   |            | 4,707,490 |           
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Selling, general and administrative |                              |            | 9,940,727     |            |   |            | 8,825,981 |           
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Research and development            |                              |            | 1,596,377     |            |   |            | 496,852   |           
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Depreciation and amortization       |                              |            | 1,693,284     |            |   |            | 956,415   |           
|                                                             |                                     |                              |            |               |            |   |            |          
|                                                             |                                     | Operating costs and expenses |            |               | 19,016,551 |   |            |           | 14,986,738 | 
|                                                             |                                     |                              |            |               |            |   |            |          
|Operating income                                             |                                     |                              | 12,627,381 |               |            |   | 9,793,621  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Interest income                                              |                                     |                              | 3,375,495  |               |            |   | 3,106,672  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Interest expense                                             |                                     |                              | (729,934   | )             |            |   | (7,658     | )        
|                                                             |                                     |                              |            |               |            |   |            |          
|Income before taxes                                          |                                     |                              | 15,272,942 |               |            |   | 12,892,635 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Income tax expense                                           |                                     |                              | (5,632,729 | )             |            |   | (4,803,263 | )        
|                                                             |                                     |                              |            |               |            |   |            |          
|Net income                                                   |                                     | $                            | 9,640,213  |               |            | $ | 8,089,372  |          
|                                                             |                                     |                              |            |               |            |   |            |          
|Basic net income per common share                            |                                     | $                            | 0.34       |               |            | $ | 0.29       |          
|                                                             |                                     |                              |            |               |            |   |            |          
|Diluted net income per common share                          |                                     | $                            | 0.33       |               |            | $ | 0.28       |          
|                                                             |                                     |                              |            |               |            |   |            |          
|Shares used in computing basic net income per common share   |                                     |                              | 28,750,326 |               |            |   | 28,160,794 |          
|                                                             |                                     |                              |            |               |            |   |            |          
|Shares used in computing diluted net income per common share |                                     |                              | 29,471,423 |               |            |   | 28,790,872 |          
|                                                             |                                     |                              |            |               |            |   |            |          

The accompanying notes are an integral part of this statement.

3



---



MEDICIS PHARMACEUTICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                   |                                                       |                                           |            |               |             |   |             |             |             |  
|---------------------------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------------- | ---------- | ------------- | ----------- | - | ----------- | ----------- | ----------- | -
|                                                                                   |                                                       |                                          
|                                                                                   |                                                       | Three Months Ended                       
|                                                                                   |                                                       |                                          
|                                                                                   |                                                       | September 30,                             |            | September 30,
|                                                                                   |                                                       | 1999                                      |            | 1998         
|                                                                                   |                                                       |                                           |            |              
|Net income                                                                         |                                                       | $                                         | 9,640,213  |               |             | $ | 8,089,372   |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Adjustments to reconcile net income to net cash provided by
	operating activities: |                                                       |                                           |            |               |             |   |             |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Depreciation and amortization                         |                                           |            | 1,693,284     |             |   |             | 956,415     |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Minority interest                                     |                                           |            |              |             |   |             | 35,354      |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Accretion of premium (discount) on investments        |                                           |            | 261,117       |             |   |             | (19,090     | )          
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Deferred income tax expense                           |                                           |            | 776,000       |             |   |             | 537,000     |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Provision for doubtful accounts and returns           |                                           |            |              |             |   |             | (132,841    | )          
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Other non-cash expenses                               |                                           |            | 5,000         |             |   |             |            |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | (Gain) loss on sale of available-for-sale investments |                                           |            | (2,765        | )           |   |             | 19,194      |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Accretion of discount on contract obligation          |                                           |            | 720,754       |             |   |             |            |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Changes in operating assets and liabilities (net of acquired
	amounts):            |                                                       |                                           |            |               |             |   |             |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Inventories                                           |                                           |            | (1,401,351    | )           |   |             | (843,234    | )          
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Accounts receivable                                   |                                           |            | 4,144,088     |             |   |             | 634,379     |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Accounts payable                                      |                                           |            | (861,453      | )           |   |             | 732,780     |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Income taxes payable                                  |                                           |            | (3,762,381    | )           |   |             | 3,098,400   |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Other current liabilities                             |                                           |            | (6,090,366    | )           |   |             | (3,159,875  | )          
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Other current assets                                  |                                           |            | 5,045,766     |             |   |             | 999,610     |            
|                                                                                   |                                                       |                                           |            |               |             |   |             |            
|                                                                                   |                                                       | Net cash provided by operating activities |            |               | 10,167,906  |   |             |             | 10,947,464  |  
|                                                                                   |                                                       |                                           |            |               |             |   |             |            
|Cash flows from investing activities:                                              |                                                       |                                           |            |               |             |   |             |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Purchase of property and equipment                    |                                           |            | (261,774      | )           |   |             | (214,515    | )          
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Proceeds from sale of product rights                  |                                           |            | 39,100,000    |             |   |             |            |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Payment for purchase of product rights                |                                           |            | (11,337,130   | )           |   |             |            |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Decrease (increase) in other assets                   |                                           |            | 100,746       |             |   |             | (79,261     | )          
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Purchase of available-for-sale investments            |                                           |            | (57,630,069   | )           |   |             | (45,536,905 | )          
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Sale of available-for-sale investments                |                                           |            | 7,685,085     |             |   |             | 16,049,142  |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Maturity of available-for-sale investments            |                                           |            | 12,212,300    |             |   |             | 14,100,000  |            
|                                                                                   |                                                       |                                           |            |               |             |   |             |            
|                                                                                   |                                                       | Net cash used in investing activities     |            |               | (10,130,842 | ) |             |             | (15,681,539 | )
|                                                                                   |                                                       |                                           |            |               |             |   |             |            
|Cash flows from financing activities:                                              |                                                       |                                           |            |               |             |   |             |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Proceeds from the exercise of options                 |                                           |            | 693,074       |             |   |             | 129,603     |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Payment of notes payable                              |                                           |            | (100,000      | )           |   |             |            |            
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Change in other non-current liabilities               |                                           |            | (2,411        | )           |   |             | 2,810       |            
|                                                                                   |                                                       |                                           |            |               |             |   |             |            
|                                                                                   |                                                       | Net cash provided by financing activities |            |               | 590,663     |   |             |             | 132,413     |  
|                                                                                   |                                                       |                                           |            |               |             |   |             |            
|Effect of foreign currency exchange rate on cash and cash
	equivalents             |                                                       |                                           | (14,937    | )             |             |   | (100,335    | )          
|                                                                                   |                                                       |                                           |            |               |             |   |             |            
|Net increase (decrease) in cash and cash equivalents                               |                                                       |                                           | 612,790    |               |             |   | (4,701,997  | )          
|                                                                                   |                                                       |                                           |            |               |             |   |             |            
|Cash and cash equivalents at beginning of period                                   |                                                       |                                           | 87,718,718 |               |             |   | 147,411,127 |            
|                                                                                   |                                                       |                                           |            |               |             |   |             |            
|Cash and cash equivalents at end of period                                         |                                                       | $                                         | 88,331,508 |               |             | $ | 142,709,130 |            
|                                                                                   |                                                       |                                           |            |               |             |   |             |            

The accompanying notes are an integral part of this statement.

4



---



MEDICIS PHARMACEUTICAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 1999


1.  Organization and Basis of Presentation

Medicis Pharmaceutical Corporation (Medicis or the
Company) is the leading independent pharmaceutical
company in the United States focusing primarily on the treatment
of dermatological conditions. The Company offers prescription
products and an over-the-counter (OTC) product,
emphasizing the clinical effectiveness, quality, affordability
and cosmetic elegance of its products. Medicis has achieved a
leading position in branded prescription products for the
treatment of acne, acne-related conditions, fungal infections,
dyschromias and hyperpigmentation disorders and also offers the
leading OTC fade cream product in the United States. The Company
has built its business through successfully introducing
prescription products such as DYNACIN® and TRIAZ® for
the treatment of acne, LUSTRA®, for the treatment of skin
dyschromia and photoaging, as well as by marketing
ESOTERICA®, an OTC fade cream product line. In addition,
Medicis has acquired the dermatological assets LOPROX®,
TOPICORT® and A/ T/ S® from Hoechst Marion Roussel,
Inc. (HMR) and the LIDEX® and SYNALAR®
corticosteroid product lines from Syntex USA, Inc.
(Syntex). The Company derives a majority of its
revenue from sales of the DYNACIN®, TRIAZ®,
LOPROX® and LUSTRA® products (the Key
Products).

The financial information is unaudited but reflects all
adjustments, consisting only of normal recurring accruals, which
are, in the opinion of the Companys management, necessary
to a fair statement of the results for the interim periods
presented. Interim results are not necessarily indicative of
results for a full year. The financial statements should be read
in conjunction with the Companys audited financial
statements and notes thereto and Managements Discussion and
 Analysis of Financial Condition and Results of Operations
relating thereto included in the Companys Annual Report on
Form 10-K for the fiscal year ended June 30, 1999
(fiscal 1999). Certain immaterial amounts on the face
 of the balance sheet have been reclassified to conform with the
current periods presentation.

Except as otherwise specified herein, all information in this
Form 10-Q has been adjusted to reflect a 3-for-2 stock split
 in the form of a 50% stock dividend paid on February 16,
1999 to holders of record on January 29, 1999.

2.  Comprehensive Income

Total comprehensive income includes net income and other
comprehensive income which consists of foreign currency
translation adjustments and unrealized gains and losses on
available-for-sale investments. Total comprehensive income for
the three months ended September 30, 1999 (the first
quarter of fiscal 2000) was $9.9 million. Total
comprehensive income for the three months ended
September 30, 1998 (the first quarter of fiscal
1999) was $8.2 million.

3.  Segment Information

The Company adopted Statement of Financial Accounting Standards
No. 131, Disclosures about Segments of an Enterprise
and Related Information (SFAS No. 131).
SFAS No. 131 established standards for reporting information
 regarding operating segments in annual financial statements and
requires selected information to be presented in interim
financial reports issued to shareholders. SFAS No. 131 also
established standards for related disclosures about products and
services, geographic areas and major customers. The adoption of
SFAS No. 131 did not affect the Companys consolidated
financial position, results of operations or financial statement
disclosures, as the Company operates only one business segment.

4.  Purchase of Vectrin® and Related Assets

In September 1999, the Company purchased VECTRIN®, a
branded minocycline HCl product line, and ownership of its
abbreviated new drug application (ANDA) from Warner
Chilcott, plc (Warner

5



---



MEDICIS PHARMACEUTICAL CORPORATION


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Chilcott). Under terms of the agreement, the Company paid
Warner Chilcott $11.1 million cash at closing and may be
obligated to make milestone payments and royalties conditioned
upon the occurrence of certain events.

5.  Earnings Per Share

The following table sets forth all computations of basic and
diluted earnings per share:

|                                                  |               |                       |        |       |  |   |        |       | 
|------------------------------------------------- | ------------- | --------------------- | ------ | ----- |  | - | ------ | ----- | 
|                                                  |               |                      
|                                                  |               | Three Months Ended   
|                                                  |               | September 30,        
|                                                  |               |                      
|                                                  |               | 1999                  |        | 1998 
|                                                  |               |                       |        |      
|                                                  |               |                      
|                                                  |               | (in thousands, except
|                                                  |               | per share data)      
|                                                 
|                                                 
|                                                 
|                                                 
|Numerator:                                        |               |                       |        |       |  |   |        |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net income    |                       | $      | 9,640 |  |   | $      | 8,089 | 
|                                                  |               |                       |        |       |  |   |        |      
|Denominator for basic earnings per common share   |               |                       | 28,750 |       |  |   | 28,161 |      
|                                                 
|                                                 
|                                                 
|                                                 
|Effect of dilutive securities:                    |               |                       |        |       |  |   |        |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Stock options |                       |        | 721   |  |   |        | 630   | 
|                                                  |               |                       |        |       |  |   |        |      
|Denominator for diluted earnings per common share |               |                       | 29,471 |       |  |   | 28,791 |      
|                                                  |               |                       |        |       |  |   |        |      
|Basic net income per common share                 |               | $                     | 0.34   |       |  | $ | 0.29   |      
|                                                  |               |                       |        |       |  |   |        |      
|Diluted net income per common share               |               | $                     | 0.33   |       |  | $ | 0.28   |      
|                                                  |               |                       |        |       |  |   |        |      

Options to purchase 1,059,997 shares of common stock at prices
ranging from $26.17 to $44.67 per share were outstanding at
September 30, 1999, but were not included in the computation
 of diluted earnings per share because the option exercise price
was greater than the average market price of the Companys
common stock and, therefore, the effect would be anti-dilutive.

6.  Contingencies

The Company and certain of its subsidiaries, from time to time,
are parties to certain actions and proceedings incident to their
business. Liability in the event of final adverse determinations
in any of these matters is to the best of the Companys
belief based on estimates, either covered by insurance and/or
established reserves or, in the opinion of management and after
consultation with counsel, should not, in the aggregate, have a
material adverse effect on the consolidated financial position or
 results of operations of the Company and its subsidiaries.

7.  Inventories

Although the Company utilizes third parties to manufacture and
package inventories held for sale, the Company takes title to
certain inventories and records the associated liability once
inventories are manufactured and has recorded additional
inventory at the close of the VECTRIN® acquisition.
Inventories are valued at the lower of cost or market as
determined by net realizable value using the first-in, first-out
method. Inventories, net of reserves, at September 30, 1999
and June 30, 1999 consist of the following:

|               |                        |                    |           |               |  |   |           |           | 
|-------------- | ---------------------- | ------------------ | --------- | ------------- |  | - | --------- | --------- | 
|               |                        | September 30, 1999 |           | June 30, 1999
|               |                        |                    |           |              
|Raw materials  |                        | $                  | 2,560,975 |               |  | $ | 1,799,082 |          
|              
|              
|              
|              
|Finished goods |                        |                    | 7,819,444 |               |  |   | 5,474,060 |          
|               |                        |                    |           |               |  |   |           |          
|               | Total inventories, net |                    | $         | 10,380,419    |  |   | $         | 7,273,142 | 
|               |                        |                    |           |               |  |   |           |          

6



---



MEDICIS PHARMACEUTICAL CORPORATION


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

8.  Income Taxes

Income taxes have been provided for using the liability method in
 accordance with SFAS No. 109, Accounting for Income
Taxes. The provision for income taxes reflects
managements estimation of the effective tax rate expected
to be applicable for the full fiscal year. This estimate is
reevaluated by management each quarter based upon estimated tax
expenses for the year.

At September 30, 1999, the Company took advantage of
additional tax deductions available relating to the exercise of
non-qualified stock options and disqualified dispositions of
incentive stock options. Accordingly, the Company recorded a
$370,000 increase to equity with a corresponding $370,000
reduction to taxes payable. Quarterly adjustments for the
exercise of non-qualified stock options and disqualified
dispositions of incentive stock options may vary as they relate
to the actions of the option holder or shareholder.

7



---



MEDICIS PHARMACEUTICAL CORPORATION



|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of Financial
	Condition and Results of Operations

The following discussion should be read in conjunction with the
attached condensed consolidated financial statements and notes
thereto and with the Companys audited financial statements,
 notes to the consolidated financial statements and
Managements Discussion and Analysis of Financial Condition
and Results of Operations relating thereto included or
incorporated by reference in the Companys Annual Report on
Form 10-K for the fiscal year ended June 30, 1999 (the
1999 Form 10-K).

This quarterly report on Form 10-Q
(Form 10-Q) contains forward-looking statements
that anticipate results based upon Managements plans that
are subject to uncertainties. Forward-looking statements are
based upon current expectations of future results. These
statements may be identified by use of the words
expects, plans, anticipates,
believes, estimates and similar words
used in conjunction with discussions of future operations or
financial performance. The Company cannot ensure that any
forward-looking statements will be accurate. Actual results could
 differ materially if underlying assumptions prove inaccurate or
unknown risks or uncertainties develop. The Company assumes no
obligation to update forward-looking statements as a result of
future events or developments.

In Item 1 of the Companys Annual Report on
Form 10-K for the year ended June 30, 1999, as well as
in this Form 10-Q, the Company discusses in more detail
various factors that could cause actual results to vary from
expectations. The Company notes these factors as permitted by the
 Private Securities Litigation Reform Act of 1995. Investors
should understand that it is not possible to predict or identify
all such factors and should not consider such factors to be a
complete statement of all potential risks and uncertainties that
may affect the Companys business.

Overview

Medicis was founded in 1987 to develop and market prescription
and over-the-counter (OTC) products to treat
dermatological conditions. Innovative Therapeutics, Inc. (the
predecessor of the Company) was incorporated under the laws of
the District of Columbia on July 1, 1987, subsequently
changed its name to Medicis Corporation and was merged with and
into Medicis Corporation, which was incorporated in July 29,
 1988 under the laws of Delaware, pursuant to an Agreement of
Merger dated July 29, 1988. Medicis Corporation subsequently
 changed its name to Medicis Pharmaceutical Corporation.

Medicis Pharmaceutical Corporation (Medicis or the
Company) is the leading independent pharmaceutical
company in the United States focusing primarily on the treatment
of dermatological conditions. The Company offers prescription
products and an over-the-counter (OTC) product
emphasizing the clinical effectiveness, quality, affordability
and cosmetic elegance of its products. Medicis has achieved a
leading position in branded prescription products for the
treatment of acne, acne-related conditions, fungal infections,
dyschromias and hyperpigmentation disorders and also offers the
leading OTC fade cream product in the United States. The Company
has built its business through successfully introducing
prescription products such as DYNACIN® and TRIAZ® for
the treatment of acne, LUSTRA®, for the treatment of skin
dyschromia and photoaging, as well as by marketing
ESOTERICA®, an OTC fade cream product line. In addition,
Medicis has acquired the dermatological assets LOPROX®,
TOPICORT® and A/ T/ S® from Hoechst Marion Roussel,
Inc. (HMR) and the LIDEX® and SYNALAR®
corticosteroid product lines from Syntex USA, Inc.
(Syntex). The Company derives a majority of its
revenue from sales of the DYNACIN®, TRIAZ®,
LOPROX® and LUSTRA® products (the Key
Products).

The Company derives a majority of its revenue from sales of the
Key Products. The Company believes that sales of the Key Products
 will constitute the majority of net revenues for the foreseeable
 future. Accordingly, any factor adversely affecting the sale of
the Key Products, individually or collectively, would have a
material adverse effect on the Companys business, financial
 condition and results of operations. Each of the Key Products
could be rendered obsolete or uneconomical by regulatory or
competitive changes. The sale of the Key Products could also be
adversely affected by other factors, including manufacturing or
supply interruptions; the development of new competitive
pharmaceuticals to treat the conditions addressed by the

8



---





The Companys results of operations may vary from period to
period due to a variety of factors including expenditures
incurred to acquire, license and promote pharmaceuticals;
expenditures and timing relating to divestures, acquisition and
integration of businesses; changes in prescribing practices of
dermatologists; the introduction of new products by the Company
or its competitors; cost increases from third-party
manufacturers; supply interruptions; the availability and cost of
 raw materials; the mix of products sold by the Company; changes
in marketing and sales expenditures; market acceptance of the
Companys products; competitive pricing pressures; general
economic and industry conditions that affect customer demand; and
 the Companys level of research and development activities.
 In addition, the Companys business has historically been
subject to seasonal fluctuations, with lower sales generally
being experienced in the first quarter of each fiscal year. As a
result of customer buying patterns, a substantial portion of the
Companys revenues has been in the last month of each
quarter. The Company schedules its inventory purchases to meet
anticipated customer demand. As a result, relatively small delays
 in the receipt of manufactured products by the Company could
result in revenues being deferred or lost. The Companys
operating expenses are based on anticipated sales levels, and a
high percentage of the Companys operating expenses are
relatively fixed in the short term. Consequently, variations in
the timing of recognition of revenue could cause significant
fluctuations in operating results from period to period and may
result in unanticipated periodic earnings shortfalls or losses.
There can be no assurance that the Company will maintain or
increase revenues or profitability or avoid losses in any future
period.

The Company recognizes revenues from sales upon shipment to its
customers. At the time of sale, the Company records reserves for
returns based upon estimates using historical experience. Sales
are reported net of actual and estimated product returns and net
of pricing adjustments and/or discounts. The Company applies
royalty obligations to the cost of sales in the period the
corresponding sales are recognized.

Medicis customers include the nations leading
wholesale pharmaceutical distributors, such as McKesson HBOC,
Inc. (McKesson), Bergen Brunswig Corporation
(Bergen Brunswig), Cardinal Health, Inc.
(Cardinal), Bindley Western Industries, Inc.
(Bindley) and other major drug chains. During fiscal
1999, McKesson and Cardinal accounted for 18.0% and 14.1%,
respectively, of the Companys sales. During fiscal 1998,
McKesson, Bergen Brunswig and Cardinal accounted for 16.9%, 13.2%
 and 12.6%, respectively, of the Companys sales. During
fiscal 1997, McKesson, Cardinal and Bergen Brunswig accounted for
 20.6%, 16.3% and 10.9%, respectively, of the Companys
sales. The loss of any of these customer accounts could have a
material adverse effect upon the Companys business,
financial condition or results of operations.

The Company plans to spend substantial amounts of capital to
continue the research and development of pharmaceutical products.
 Actual expenditures will depend upon the Companys
financial condition, as well as the results of clinical testing,
delays or changes in government-required testing and approval
procedures, technological and competitive developments and
strategic marketing decisions. The Company may increase total
expenditures for research and development and expects that
research and development expenditures as a percentage of net
revenues will fluctuate from period to period. The Company can
give no assurance that the research and development projects will
 provide technologies or products that will be patentable,
commercially feasible or acceptable to government agencies whose
approval may be necessary.

The Company intends to seek additional acquisition of products or
 companies to leverage its existing distribution channels and
marketing infrastructure, and to aggressively market formulations
 of existing products. The success of the Companys efforts
is subject to a number of risks and uncertainties including:
dependence on sales of Key Products; integration of new product
acquisitions; risks associated with the GenDerm Corporation and
subsidiaries (GenDerm) acquisition; product
acquisitions; reliance upon third-party manufacturers to produce
certain Key Products; the ability to effectively manage a
changing business; uncertainties related to pharmaceutical
pricing and reimbursement; the uncertainty of competitive forces
within the pharmaceutical industry that affect both the market
for its products and the availability of product

9



---





To enable Medicis to focus on its core marketing and sales
activities, the Company selectively out-sources certain non-sales
 and non-marketing functions, such as laboratory research,
manufacturing and warehousing. As the Company expands its
activities in these areas, additional financial resources are
expected to be utilized. The Company typically does not enter
into long-term manufacturing contracts with third-party
manufacturers. Whether or not such contracts exist, there can be
no assurance that the Company will be able to obtain adequate
supplies of such products in a timely fashion, on acceptable
terms, or at all.

Results of Operations

The following table sets forth certain data, as a percentage of
net revenues, for the periods indicated.

|                    |  |                    |       |      |  |      |       |   |  |  |       |  
|------------------- |  | ------------------ | ----- | ---- |  | ---- | ----- | - |  |  | ----- | -
|                    |  |                   
|                    |  | Three Months Ended
|                    |  | September 30,     
|                    |  |                   
|                    |  | 1999               |       | 1998 |  | 1997
|                    |  |                    |       |      |  |     
|Net revenues        |  |                    | 100.0 | %    |  |      | 100.0 | % |  |  | 100.0 | %
|                   
|                   
|                   
|                   
|Gross profit        |  |                    | 81.7  |      |  |      | 81.0  |   |  |  | 81.7  |  
|                   
|                   
|                   
|                   
|Operating expenses  |  |                    | 41.8  |      |  |      | 41.5  |   |  |  | 46.0  |  
|                   
|                   
|                   
|                   
|Operating income    |  |                    | 39.9  |      |  |      | 39.5  |   |  |  | 35.7  |  
|                   
|                   
|                   
|                   
|Net interest income |  |                    | 8.4   |      |  |      | 12.5  |   |  |  | 8.5   |  
|                   
|                   
|                   
|                   
|Income tax expense  |  |                    | (17.8 | )    |  |      | (19.4 | ) |  |  | (17.2 | )
|                    |  |                    |       |      |  |      |       |   |  |  |       |  
|Net income          |  |                    | 30.5  | %    |  |      | 32.6  | % |  |  | 27.0  | %
|                    |  |                    |       |      |  |      |       |   |  |  |       |  

Three Months Ended September 30, 1999
Compared to the Three Months Ended September 30, 1998

Net Revenue

Net revenue for the three months ended September 30, 1999
(the first quarter of fiscal 2000) increased 27.7%,
or $6.8 million, to $31.6 million from $24.8 million for the
three months ended September 30, 1998 (the first
quarter of fiscal 1999). The Companys net revenue
increased in the first quarter of fiscal 2000 primarily as a
result of the effect of revenue associated with the LOPROX®
and TOPICORT® products which were acquired in
November 1998. The first quarter of fiscal 1999 did not
include sales of these products. The Companys net revenue
also increased due to the continued growth of the DYNACIN®
and LUSTRA® products. In fiscal 1999, the Company divested
and licensed 16 products. Net revenue associated with these
products in the first quarter of fiscal 1999 was $7.4 million.

Gross Profit

Gross profit during the first quarter of fiscal 2000 increased
28.8%, or $5.8 million, to $25.9 million from $20.1 million in
the first quarter of fiscal 1999. As a percentage of net revenue,
 gross profit increased to 81.7% in the first quarter of fiscal
2000 from 81.0% in the first quarter of fiscal 1999, primarily as
 a result of revenue associated with LOPROX®,
TOPICORT®, LUSTRA® and LIDEX® products, which
enjoy higher gross profit percentages than the Companys
other products. In addition, the gross profit percentage
increased due to the divesture and license of 16 products in
fiscal 1999 which consisted primarily of products which had a
lower gross profit percentage than the Companys other
products.

Selling, General and
Administrative Expenses

Selling, general and administrative expenses in the first quarter
 of fiscal 2000 increased 12.6%, or $1.1 million, to $9.9 million
 from $8.8 million in the first quarter of fiscal 1999, primarily
 due to expenses related to an increase in variable costs
commensurate with increased sales volume and personnel costs
associated with

10



---





Selling, general and administrative costs, as a percentage of net
 revenue, decreased approximately four percentage points in the
first quarter of fiscal 2000 relative to the first quarter of
fiscal 1999, primarily due to the divesture and license of 13 OTC
 products which had higher selling, general and administrative
costs as a percentage of sales than the Companys
prescription products.

Research and Development
Expenses

Research and development expenses in the first quarter of fiscal
2000 increased 221.3%, or $1.1 million, to $1.6 million from $0.5
 million in the first quarter of fiscal 1999, primarily due to
expenses associated with the clinical support of the
Companys existing products.

Depreciation and
Amortization Expenses

Depreciation and amortization expenses in the first quarter of
fiscal 2000 increased 77.0%, or $0.7 million, to $1.7 million
from $1.0 million in the first quarter of fiscal 1999, primarily
due to amortization of the intangible assets associated with the
Companys acquisition of the LOPROX® and TOPICORT®
 products.

Operating Income

Operating income during the first quarter of fiscal 2000
increased 28.9%, or $2.8 million, to $12.6 million from $9.8
million in the first quarter of fiscal 1999. This increase was
primarily a result of higher sales volumes and consistent
operating expenses as a percentage of net revenues from the first
 quarter of fiscal 2000 compared to the first quarter of fiscal
1999.

Interest Expense

Interest expense in the first quarter of fiscal 2000 increased
$722,000 to $730,000 from $8,000 in the first quarter of fiscal
1999, primarily as a result of imputed interest of $721,000
related to the contract obligation recorded in connection with
the acquisition of the LOPROX®, TOPICORT® and A/ T/
S® products.

Income Tax Expense

Income tax expense during the first quarter of fiscal 2000
increased $0.8 million, to $5.6 million, from $4.8 million in the
 first quarter of fiscal 1999. The provision for income taxes
recorded for the first quarter of fiscal 2000 reflects
managements estimate of the effective tax rate. This
estimate is reevaluated by management each quarter based upon
forecasts of income before taxes for the year. The increase in
income tax expense in the first quarter of fiscal 2000, as
compared to the first quarter of fiscal 1999, is primarily due to
 an increase in pre-tax income. The decrease in the effective tax
 rate in the first quarter of fiscal 2000 as compared to the
first quarter of fiscal 1999, is primarily attributable to the
implementation of tax saving strategies and an increase in
tax-exempt interest income.

Net Income

Net income during the first quarter of fiscal 2000 increased
approximately 19.2%, or $1.5 million, to $9.6 million from $8.1
million from the first quarter of fiscal 1999. The increase is
primarily attributable to an increase in sales volume and
consistent costs as a percentage of net revenues.

Liquidity and Capital Resources

Net cash provided by operating activities for the first quarter
of fiscal 2000 decreased $0.8 million, to $10.2 million, from
$11.0 million in the first quarter of fiscal 1999. The decrease
was primarily attributable to changes in income taxes payable,
other current liabilities and accrued incentives, offset by an
increase in net income and changes in other current assets.

11



---



Net cash used in investing activities for the first quarter of
fiscal 2000 decreased $5.6 million, to $10.1 million, from $15.7
million in the first quarter of fiscal 1999. The decrease was
primarily due to proceeds received from the sale of product
rights offset by the acquisition of product rights and the
purchase of available-for-sale investments.

Net cash provided by financing activities for the first quarter
of fiscal 2000 increased $458,000, to $591,000, from $133,000 in
the first quarter of fiscal 1999. The increase is primarily
attributable to proceeds received on the exercise of options
under the Companys stock option plans.

In accordance with various manufacturing agreements, the Company
is required to provide manufacturers with pro forma estimated
production requirements by product and in accordance with minimum
 production runs. From time to time, the Company may not take
possession of all merchandise which has been produced by the
manufacturer. However, the Company records its obligation to the
manufacturer at the time finished inventory is produced.

Inflation did not have a significant impact on the results of the
 Company during the first quarter of fiscal 2000.

Year 2000

The Year 2000 issue results from the inability of some computer
programs to identify the year 2000 properly, potentially leading
to errors or system failure. A companys business may be
adversely affected if it, or any of its suppliers and customers
or others with whom it transacts business (including its banks
and governmental agencies), have not timely resolved the Year
2000 issue. In response to its rapid growth, the Company selected
 a new management information system in fiscal 1997, which was
implemented in fiscal 1998, that is expected to meet its
presently anticipated needs. In selecting a system, Year 2000
compliance was one of the criteria. The Company has completed its
 analysis and testing of its information systems hardware and
software and believes all of its existing systems are Year 2000
compliant in all material respects.

To date, the Company has not incurred any material costs in
identifying or evaluating Year 2000 compliance issues. The total
costs of the Year 2000 systems assessments and conversions are
currently funded through cash flows from operating activities,
and these costs are expensed as they are incurred. Most of the
Companys expenses have related to, and are expected to
continue to relate to, the operating costs associated with time
spent by employees in the evaluation process and Year 2000
compliance matters in general. Most of these costs have already
been incurred, and the Company does not anticipate significant
future costs with respect to the remaining efforts. To date, the
Company has not deferred any information technology initiatives
as a result of its Year 2000 project.

The Company continues to work with critical third parties
including customers, vendors and suppliers, who account for a
significant portion of the Companys business, to determine
the impact of Year 2000 issues on their business and operations
and potential collateral impact on the business and operations of
 the Company and to determine such third parties plans to
remediate Year 2000 issues where their systems interface with the
 Companys systems. The Company believes most of its Year
2000 compliance work is complete with the remaining work
scheduled for completion by the end of the second quarter of
fiscal 2000. The Companys continuing efforts relating to
Year 2000 compliance are focused on testing new hardware,
software and equipment and following up with significant vendors,
 suppliers and customers to ensure continued compliance. To date,
 the Company has not discovered any significant negative
third-party Year 2000 compliance issues.

The Company believes that its most significant risk with respect
to Year 2000 issues relates to the performance and readiness
status of third parties. A reasonable worst case Year 2000
scenario would be the result of failures of third parties,
including without limitation, governmental entities, utilities
and financial and telecommunications systems, or a general
infrastructure collapse, that negatively impacts the
Companys ability, or the ability of its critical third
parties, to provide products and services to its customers, or
the ability of its customers to purchase products, or events
affecting regional, national or global economies generally. The

12



---





Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits



| |           |                                                                                                  
| | --------- | -------------------------------------------------------------------------------------------------
| | No. 10.98 | Asset Purchase Agreement between Warner Chilcott, plc and the
	Company, dated September 14, 1999.



| |          |                        
| | -------- | -----------------------
| | No. 27.1 | Financial Data Schedule



| |                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------
| | (See Note 5 in the Notes to the Condensed Consolidated Financial
	Statements incorporated herein for computation of per common
	share results.)



| |     |                                                                                              
| | --- | ---------------------------------------------------------------------------------------------
| | (b) | During the first quarter of fiscal 2000, the Company filed the
	following report on Form 8-K:



| |     |                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | Current report on Form 8-K dated July 9, 1999 reporting
	 under item 5 that the Company entered into an Asset
	Purchase Agreement with Bioglan Pharma, plc, pursuant to which
	the Company agreed to sell certain assets to an affiliate of
	Bioglan.

13



---



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



| |                                   
| | ----------------------------------
| | MEDICIS PHARMACEUTICAL CORPORATION



| |     |                   
| | --- | ------------------
| | By: | /s/ JONAH SHACKNAI

| |                                     
| | ------------------------------------
| |                                     
| | Jonah Shacknai                      
| | Chairman and Chief Executive Officer

Date: November 12, 1999



| |     |                          
| | --- | -------------------------
| | By: | /s/ MARK A. PRYGOCKI, SR.

| |                                   
| | ----------------------------------
| |                                   
| | Mark A. Prygocki, Sr.             
| | Chief Financial Officer, Corporate
| | Secretary and Treasurer           

Date: November 12, 1999

14



---



EXHIBIT INDEX

| |           |  |  |                                                                                                  
| | --------- |  |  | -------------------------------------------------------------------------------------------------
| | No. 10.98 |  |  | Asset Purchase Agreement between Warner Chilcott, plc and the
	Company, dated September 14, 1999.
| | No. 27.1  |  |  | Financial Data Schedule                                                                          

15