ex10-9_b




EXHIBIT 10.9(b)


AMENDMENT


      Amendment to Employment Agreement between Medicis Pharmaceutical Corporation
and Jonah Shacknai, dated July 1, 1996, as amended by an agreement dated April
1, 1999.


      THIS AMENDMENT is made as of this 21st day of February, 2001, between
Medicis Pharmaceutical Corporation, a corporation organized under the laws of
the State of Delaware (the “Company”), with offices located at 8125 North
Hayden Road, Scottsdale, Arizona, and Jonah Shacknai (the “Executive”),
residing at (residence address).


WITNESSETH


      WHEREAS, the Company and the Executive desire to enter into the present
amendment whereby the Executive will continue to provide personal services to
the Company as chairman and Chief Executive Officer, and


      WHEREAS, the Company recognizes the unique services of the Executive to
the Company and to its financial success, and further recognizes the
limitations of the Executive’s ability to travel due to parental obligations,
and


      WHEREAS, the Company highly values the past and present services and
contributions of the Executive to furtherance of shareholder value, and
believes that the ongoing participation of the Executive as Chairman and Chief
Executive Officer is an important element of the Company’s future success, and


      WHEREAS, the Executive shall continue to have the duties and
responsibilities set forth in Section 2(a) of the July 1, 1996 Agreement, as
amended, on April 1, 1999.

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      NOW, THEREFORE, in consideration of the continued employment of Executive
by the Company as Chairman and Chief Executive Officer, the above premises and
the mutual agreements hereinafter set forth, the receipt, adequacy and
sufficiency of which is hereby acknowledged, and parties agree to amend their
July 1, 1996 Employment Agreement, as further amended on April, 1999 (the
“Agreement) as follows:



	 	1.	 	The Agreement shall be renewed for a five (5) year period
commencing in July 1, 2001 and expiring on June 30, 2006 (the
amended term) and for successive periods as provided for in Article
4 of the Agreement.
	 
	 	2.	 	Section 5 of the Agreement shall have added a subsection (h)
which shall read:




		
	 	      (h) Except in the event the Agreement is terminated for cause
as defined in and pursuant to the terms of Section 7, the Company
shall provide the Executive, at a cost to the Executive identical
to the Executive’s health insurance premium, with coverage under
the Company’s Health/Medical and Dental plans for the Executive
and for all eligible dependents of the Executive. Such coverage
shall be provided for the remainder of the life of the Executive.
Pursuant to this subsection (h), the Company shall provide the
Executive and the Executive’s eligible dependents with coverage
identical to that provided by the Company to its senior officers
at the time of this amendment.




	 	3.	 	Section 5 of the Agreement shall have added a subsection (i),
which shall read:




		
	 	      (i) In the Event of the non-renewal of this
Agreement by the
Company, (section 6), or if the Executive’s employment is
terminated by the Company without cause (section 4(b)(ii) ), or in
the event of a termination of the Executive’s employment arising
as a result of a change in ownership or control as provided for in
sections 5(a)(iii) and 9, the Company will provide the Executive
with a STIPEND of Seventy Five Thousand ($75,000) annually for
administrative support and services. Said STIPEND shall be made
to the Executive for a period of three (3) years following the
date of termination, or for the balance of the term of



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	 	this amended Agreement, whichever is greater, and shall be
provided semi-annually commencing on the first day of the month
following the date of the Executive’s termination.




	 	 	 
	MEDICIS PHARMACEUTICAL CORPORATION
		
JONAH SHACKNAI

	
	
	
	

	By: /s/ Michael A. Pietrangelo
		
/s/ Jonah Shacknai





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