Exhibit 4.1

     AGREEMENT dated as of October 19, 2000 (this "Agreement") among ICN
PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and
RELATIONAL INVESTORS, L.L.C., a Delaware limited liability company
("RILLC"), on behalf of itself and each of its affiliates (as such terms
are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended) (RILLC and its affiliates are hereinafter referred to as the
"Shareholders").

     The Shareholders have submitted to the Company a letter, dated October
19, 2000 (the "Nomination Notice"), proposing five nominees to stand for
election to the Company's Board of Directors (the "Board") at the 2000
Annual Meeting of Stockholders of the Company (the "2000 Annual Meeting").
David H. Batchelder has submitted to the Company a letter dated October
19, 2000 (the "Resignation Letter"), resigning as a Director of the Company
effective immediately.

     The Shareholders and the Company are entering into this Agreement to
define the future relationship between the Shareholders and the Company in
consideration of the mutual covenants contained herein. Accordingly, it is
hereby agreed as follows:

     SECTION 1. Withdrawal of Nomination Notice.

     The Shareholders will withdraw the Nomination Notice and the
Shareholders will have waived any right to submit a new Nomination Notice
in connection with the 2000 Annual meeting. Mr. Batchelder will revoke the
Resignation Letter and the Company will accept such revocation, and hereby
reinstating Mr. Batchelder as a Director of the Company.

     SECTION 2. Board Representation.

     Mr. Batchelder will resign from the Company's Board of Directors
within five (5) days of the Company's request if such request is made prior
to the 2000 Annual Meeting. If Mr. Batchelder resigns as a Director prior
to the 2000 Annual Meeting, voluntarily or otherwise, and the Shareholders
subsequently determine, in their sole discretion, that the Company has not
made sufficient progress in executing its restructuring, then within 60 to
90 days prior to the 2001 Annual Meeting of Stockholders of the Company,
the Shareholders may request and, if requested the Company will cause a
nominee designated by the Shareholders to be appointed to, as well as
nominated for election to, the Company's Board of Directors in the class of
directors with a term expiring at the annual meeting of the Company's
shareholders to be held in 2004, and if nominee is not elected as a
director at the annual meeting of the Company's shareholders to be held in
2001, then the Company will promptly after such meeting cause such nominee
to be appointed to the Company's Board of Directors.

     Within ten (10) days following execution of the Agreement, the Company
will pay to the Shareholders all directors fees Including stock options due
Mr. Batchelder for his service as a Director of the Company. Such stock
options will permit the exercise thereof for a period of at least thirty
(30) days following Mr. Batchelder's resignation as a Director.

     SECTION 3. Specific Performance.

     The Shareholders and the Company agree that the parties would not have
an adequate remedy at law for money damages and that money damages would be
incalculable if any of the covenants or agreements in this Agreement were
not performed in accordance with its terms and therefore further agree that
the parties shall be entitled to specific enforcement of such covenants or
agreements and to injunctive and other equitable relief in addition to any
other remedy to which they may be entitled at law or in equity. No delay or
failure by any party hereto in exercising any right, power or privilege
hereunder will operate as a waiver hereof, nor will any single or partial
exercise thereof preclude any other or further exercise of any right, or
privilege hereunder.

     SECTION 4. Entire Agreement.

     This Agreement (i) constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof, including the Agreement
dated as of August 18, 1999, and is not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder and (ii)
shall not be assigned by operation of law or otherwise without the prior
written consent of the other parties. Any attempted assignment or transfer
in violation of this Section 4 shall be void and of not effect. Subject to
the foregoing, this Agreement shall be binding upon the successors and
assigns of the Shareholders and any person controlled by any of the
Shareholders or such successors and assigns. RILLC agrees to cause its
affiliates, including any managing member of RILLC, to comply with the
obligations hereunder.

     SECTION 5. Severability.

     If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect,
unless such action would substantially impair the benefits to any party of
the remaining provisions of this Agreement. The parties shall endeavor in
good faith negotiations to replace any invalid, void or unenforceable
provision with a valid and enforceable provision the effects of which come
as close as possible to those of such invalid, void or unenforceable
provision.

     SECTION 6. Notices.

     Any notices and other communications required to be given pursuant to
this Agreement shall be delivered by hand, by registered or certified mail,
postage prepaid, return receipt requested, by private courier, by facsimile
or by telex, as follows:

     If to the Company:

               ICN Pharmaceuticals, Inc.
               3300 Hyland Avenue
               Costa Mesa, California 92626
               Attn:  Executive Vice President and General Counsel
               Telecopier:  (714) 641-7206

     If so she Shareholders:

               c/o Relational Investors, LLC
               11975 El Camino Real, Suite 300
               San Diego, California 92130
               Attention: Ralph V. Whitworth
               Telecopier:(858) 704-3333

     SECTION 7. Term.

     This Agreement will terminate on the date of the Annual Meeting of the
Company's shareholders to be held in 2002.

     SECTION 8. Governing Law; Jurisdiciton; etc.

     This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to any applicable
conflicts of law principles of such State. Each of the parties irrevocably
submits to the exclusive jurisdiction and service and venue in any federal
or state court sitting in the State of Delaware for the purposes of any
action, suit or proceeding relating to this Agreement. Each of the parties
irrevocably and unconditionally waives any objection to the laying of venue
of any action, suit or proceeding relating to this Agreement in any federal
or state court sitting in the State of Delaware, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in
any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum. This Agreement may be
executed in one or more counterparts, which together will constitute a
single agreement. this Agreement may not be amended except by a writing
signed by all of the parties.


     SECTION 9. Further Actions.

     Subject to the terms and conditions of this Agreement, each of the
parties agrees to use all commercially reasonable efforts to take, or cause
to be taken, all action necessary, proper or advisable to consummate and
make effective the transactions contemplated by this Agreement.


     IN WITNESS WHEREOF, the Company and RILLC have caused this Agreement
to be duly executed as of the day and year first above written.


                             ICN PHARMACEUTICALS. INC.




                             By: /s/ David C. Watt
                                ----------------------------------
                                David C. Watt
                                Executive Vice President and General Counsel



                             RELATIONAL INVESTORS, LLC.




                             By: /s/ David H. Batchelder
                                ----------------------------------
                                David H. Batchelder
                                Managing Member