-------------------------------------------------------------------------------

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2003

                                       OR

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

             SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number: 1-11397

                            ICN PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)


        Delaware                                               33-0628076
-------------------------                               -----------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

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


                                  (714)545-0100
              (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.

    Yes    X    No
       -------     -------

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2)

    Yes    X    No
       -------     -------

     The number of outstanding shares of the registrant's Common Stock, $.01 par
value, as of May 12, 2003 was 83,895,945.

-------------------------------------------------------------------------------


<PAGE>



                                       19
                            ICN PHARMACEUTICALS, INC.

                                      INDEX
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                                                                       Page
                                                                                                                       Number

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

     Consolidated Condensed Balance Sheets - March 31, 2003 and December 31, 2002                                           3

     Consolidated Condensed Statements of Income - Three months ended March 31, 2003 and 2002                               4

     Consolidated Condensed Statements of Comprehensive Income -
        Three months ended March 31, 2003 and 2002                                                                          5

     Consolidated Condensed Statements of Cash Flows - Three months ended March 31, 2003 and 2002                           6

     Management's Statement Regarding Unaudited Financial Statements                                                        7

     Notes to Consolidated Condensed Financial Statements                                                                   8

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations                             18

Item 3. Quantatative and Qualitative Disclosures About Market Risk                                                         24

Item 4. Controls and Procedures                                                                                            24

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                                 26

Item 6.  Exhibits and Reports on Form 8-K                                                                                  26



SIGNATURES AND CERTIFICATIONS                                                                                              27

</TABLE>


<PAGE>


                            ICN PHARMACEUTICALS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      March 31, 2003 and December 31, 2002
                (unaudited, in thousands, except per share data)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                                March 31,        December 31,
                                                                                  2003               2002
                                                                            --------------      --------------

                                     ASSETS
Current Assets:
  Cash and cash equivalents                                                 $      309,304      $      245,184
  Accounts receivable, net                                                         168,313             215,776
  Inventories, net                                                                  89,280              88,862
  Income taxes receivable                                                               --              12,779
  Prepaid expenses and other current assets                                         16,119              13,972
                                                                            --------------      --------------
         Total current assets                                                      583,016             576,573

Property, plant and equipment, net                                                 236,852             242,888
  Deferred income taxes                                                             37,181              39,180
  Intangibles, net                                                                 376,665             384,286
  Other assets                                                                      42,506              43,792
                                                                            --------------      --------------
         Total non-current assets                                                  693,204             710,146
Assets of discontinued operations                                                  186,647             201,830
                                                                            --------------      --------------
                                                                            $    1,462,867      $    1,488,549
                                                                            ==============      ==============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Trade payables                                                            $       24,068      $       33,487
  Accrued liabilities                                                              128,253             142,093
  Notes payable and current portion of long-term debt                                4,220               3,923
  Income taxes payable                                                               4,845                  --
                                                                            --------------      --------------
         Total current liabilities                                                 161,386             179,503

Long-term debt, less current portion                                               478,859             481,548
Deferred income taxes and other liabilities                                         48,397              52,288
Minority interest                                                                   30,445              23,452
                                                                          ----------------      --------------
         Total non-current liabilities                                             557,701             557,288
Liabilities of discontinued operations                                              38,840              48,068
                                                                          ----------------      --------------

Commitments and contingencies

Stockholders' Equity:
  Common stock, $.01 par value; 200,000 shares authorized; 84,108 (March 31, 2003)
       and 84,066 (December 31, 2002)shares outstanding                                841                 841
  Additional capital                                                             1,027,819           1,027,335
  Accumulated deficit                                                             (249,639)           (256,809)
  Accumulated other comprehensive loss                                             (74,081)            (67,677)
                                                                            --------------      --------------
         Total stockholders' equity                                                704,940             703,690
                                                                            --------------      --------------
                                                                            $    1,462,867      $    1,488,549
                                                                            ==============      ==============


The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


<PAGE>




                            ICN PHARMACEUTICALS, INC.
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
               For the three months ended March 31, 2003 and 2002
                (unaudited, in thousands, except per share data)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                     Three Months Ended
                                                                                          March 31,
                                                                                  2003               2002
                                                                          ----------------      --------------
Revenues:
  Product sales                                                           $        110,134      $      128,005
  Royalties                                                                         48,583              57,001
                                                                          ----------------      --------------
       Total revenues                                                              158,717             185,006
                                                                          ----------------      --------------

Costs and expenses:
  Cost of goods sold                                                                40,870              36,236
  Selling expenses                                                                  37,278              39,918
  General and administrative expenses                                               30,446              27,207
  Research and development costs                                                     9,159               9,088
  Amortization expense                                                               8,583               7,856
                                                                          ----------------      --------------

       Total costs and expenses                                                    126,336             120,305
                                                                          ----------------      --------------

       Operating income                                                             32,381              64,701

Other income (expense), net, including translation and exchange                      4,091              (1,313)
Interest income                                                                        982               1,310
Interest expense                                                                    (8,292)            (14,393)
                                                                          ----------------      --------------

     Income from continuing operations before income taxes, minority
       interest and cumulative effect of change in accounting principle             29,162              50,305

Provision for income taxes                                                          11,082              19,159
Minority interest                                                                    4,859                  34
                                                                          ----------------      --------------
Income from continuing operations before cumulative effect of change
  in accounting principle                                                           13,221              31,112
Income (loss) from discontinued operations, net                                        449                (956)
Cumulative effect of change in accounting principle                                     --             (21,791)
                                                                          ----------------      --------------

       Net income                                                         $         13,670      $        8,365
                                                                          ================      ==============

Basic earnings per common share
Income from continuing operations                                         $           0.16      $         0.38
Discontinued operations, net of taxes                                                   --               (0.01)
Cumulative effect of change in accounting principle                                     --               (0.27)
                                                                          ----------------      --------------
       Net income per share                                               $           0.16      $         0.10
                                                                          ================      ==============

Diluted earnings per common share
Income from continuing operations                                         $           0.16      $         0.37
Discontinued operations, net of taxes                                                   --               (0.01)
Cumulative effect of change in accounting principle                                     --               (0.26)
                                                                          ----------------      --------------

       Net income per share                                               $           0.16      $         0.10
                                                                          ================      ==============

       Shares used in per share computation:

           Basic                                                                    84,104              82,274
                                                                          ================      ==============
           Diluted                                                                  84,307              84,331
                                                                          ================      ==============

The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


<PAGE>


                            ICN PHARMACEUTICALS, INC.
            CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
               For the three months ended March 31, 2003 and 2002
                            (unaudited, in thousands)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                                 Three Months Ended
                                                                                      March 31,
                                                                               2003                2002
                                                                        ----------------      --------------

Net income                                                              $         13,670      $        8,365

Other comprehensive income:
   Foreign currency translation adjustments                                       (6,052)             (9,859)
   Unrealized loss on marketable equity securities                                  (352)                 --
                                                                        ----------------      --------------

Comprehensive income (loss)                                             $          7,266      $       (1,494)
                                                                        ================      ==============


The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


<PAGE>


                            ICN PHARMACEUTICALS, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
               For the three months ended March 31, 2003 and 2002
                            (unaudited, in thousands)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                   Three Months Ended
                                                                                        March 31,
                                                                                 2003               2002
                                                                          ----------------     ---------------
Cash flows from operating activities:
  Income from continuing operations                                       $         13,221     $        31,112
  Adjustments to reconcile net income to net
    cash provided by operating activities:
           Depreciation and amortization                                            14,779              13,722
           Provision for losses on accounts receivable and
             inventory obsolescence                                                  2,036               1,965
           Translation and exchange (gains) losses, net                             (4,091)              1,313
           Other non-cash items                                                        497               3,777
           Deferred income taxes                                                     2,013              (3,909)
           Minority interest                                                         4,859                  34
  Change in assets and liabilities, net of effects of acquisitions:
           Accounts receivable                                                      47,452               6,251
           Inventories                                                                (996)               (500)
           Prepaid expenses and other assets                                          (838)             (8,860)
           Trade payables and accrued liabilities                                  (23,414)             (2,423)
           Income taxes payable                                                     17,442              14,959
           Other liabilities                                                        (3,810)                653
                                                                          ----------------     ---------------
           Cash flow from operating activities in continuing operations             69,150              58,094
           Cash flow from operating activities in discontinued operations            9,725               4,034
                                                                          ----------------     ---------------
                Net cash provided by operating activities                           78,875              62,128
                                                                          ----------------     ---------------
Cash flows from investing activities:
  Capital expenditures                                                              (2,510)             (3,928)
  Proceeds from sale of assets                                                          67                  33
  (Increase) decrease in restricted cash                                                (3)                324
  Acquisition of license rights, product lines and businesses                         (150)             (3,733)
                                                                          ----------------     ---------------
  Cash flow from investing activities in continuing operations                      (2,596)             (7,304)
  Cash flow from investing activities in discontinued operations                    (1,936)             (2,092)
                                                                          ----------------     ---------------
                Net cash used in investing activities                               (4,532)             (9,396)
                                                                          ----------------     ---------------
Cash flows from financing activities:
  Proceeds from issuance of long-term debt                                              --                 320
  Payments on long-term debt                                                           (24)                (66)
  Payments on notes payable                                                         (3,015)                 --
  Proceeds from exercise of stock options                                               --               6,819
  Dividends paid                                                                    (6,500)             (6,136)
  Funds received from discontinued operations                                        7,936               1,037
                                                                          ----------------     ---------------
  Cash flow from financing activities in continuing operations                      (1,603)              1,974
  Cash flow from financing activities in discontinued operations                    (8,203)             (1,077)
                                                                          ----------------     ---------------
                Net cash (used in) provided by financing activities                 (9,806)                897
                                                                         -----------------    ---------------
Effect of exchange rate changes on cash and cash equivalents                          (553)               (387)
                                                                          ----------------     ---------------
Net increase in cash and cash equivalents                                           63,984              53,242
Cash and cash equivalents at beginning of period                                   253,664             325,253
                                                                          ----------------     ---------------
Cash and cash equivalents at end of period                                         317,648             378,495
Cash and cash equivalents classified as part of discontinued operations             (8,344)             (9,098)
                                                                          ----------------     ---------------
Cash and cash equivalents of continuing operations                        $        309,304     $       369,397
                                                                          ================     ===============


The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>

<PAGE>


         MANAGEMENT'S STATEMENT REGARDING UNAUDITED FINANCIAL STATEMENTS



     The consolidated  condensed financial  statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally included in financial  statements prepared on the basis of
accounting  principles  generally  accepted in the United States of America have
been condensed or omitted pursuant to such rules and regulations. The results of
operations presented herein are not necessarily  indicative of the results to be
expected for a full year.  Although the Company  believes  that all  adjustments
(consisting  only  of  normal,  recurring  adjustments)  necessary  for  a  fair
presentation  of the  interim  periods  presented  are  included  and  that  the
disclosures are adequate to make the information presented not misleading, these
consolidated  condensed financial  statements should be read in conjunction with
the  consolidated  financial  statements  and  notes  thereto  included  in  the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.



<PAGE>



                            ICN PHARMACEUTICALS, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2003
                                   (unaudited)

1.  Summary of Significant Accounting Policies

     Principles  of  Consolidation:   The  accompanying  consolidated  condensed
financial statements include the accounts of ICN  Pharmaceuticals,  Inc. and all
of its majority-owned subsidiaries (the "Company"). Minority interest in results
of  operations  of   consolidated   subsidiaries,   including   Ribapharm   Inc.
("Ribapharm"), represents the minority shareholders' share of the income or loss
of various consolidated subsidiaries.  The minority interest in the consolidated
balance sheets reflect the original  investment by the minority  shareholders in
these  subsidiaries,  along with their  proportional  share of the  earnings  or
losses  of  these  subsidiaries  adjusted  for any  dividends,  as  appropriate.
Investments in 20% through 50% owned affiliated companies are included under the
equity method where the Company exercises  significant  influence over operating
and  financial  affairs.  Investments  in less than 20% owned  companies  or 20%
through 50% owned  companies  where the Company  does not  exercise  significant
influence over operating and financial affairs are recorded at the lower of cost
or fair value.  All significant  intercompany  account balances and transactions
have been eliminated.

     Comprehensive  Income:  Accumulated  other  comprehensive  loss consists of
accumulated  foreign  currency  translation  adjustments,  unrealized  losses on
marketable equity securities and minimum pension liability.  Other comprehensive
loss has not been  recorded  net of any tax  provision or benefit as the Company
does not expect to realize any  significant  tax  benefit or expense  from these
items.

     Per Share  Information:  In March 2003,  the  Company's  Board of Directors
declared a first quarter cash distribution of $.0775 per share, payable on April
23, 2003, to stockholders of record on April 9, 2003.

    Dividends: While the Company has historically paid quarterly cash dividends,
there can be no assurance that the Company will continue to do so.

     Goodwill and Intangibles:  In July 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial  Accounting  Standards ("SFAS") No.
141,  Business  Combinations,  and SFAS No. 142,  Goodwill and Other  Intangible
Assets.  Under SFAS No. 142  goodwill  will no longer be  amortized  but will be
subject to annual  impairment  tests in  accordance  with the  statement.  Other
intangible assets will continue to be amortized over their useful lives.  During
2002, the Company  completed the  transitional  impairment test required by SFAS
142.  The first step of this test  required  the Company to compare the carrying
amount of the reporting  unit to the fair value of the reporting  unit. The fair
value  of the  reporting  unit  was  determined  using a  discounted  cash  flow
analysis,  which was reviewed by an independent  professional advisor. Where the
carrying  amount of the reporting  unit exceeded the fair value of the reporting
unit,  the Company was required to perform an analysis to measure the impairment
loss. The second step of the  transitional  impairment test required the Company
to ascribe the fair value  calculated in step one to the  individual  assets and
liabilities  of the  reporting  unit.  To the extent the  carrying  value of the
goodwill  exceeded the excess of the fair value over the amounts ascribed to the
assets and liabilities,  an impairment loss was recognized.  As a result of step
two, the Company recorded an impairment loss of $25,332,000  which was offset by
a benefit of $3,541,000 for the write-off of negative  goodwill.  The net amount
of $21,791,000 has been recorded as a cumulative  effect of change in accounting
principle in the three months ended March 31, 2002.

     At March 31, 2003 and December 31, 2002, amortizable intangible assets were
as follows (in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                           March 31, 2003                December 31, 2002
                                                   ------------------------------ ------------------------------
                                                                    Accumulated                     Accumulated
                                                    Gross Amount   Amortization    Gross Amount    Amortization
Intangible assets:
  Product rights                                   $      511,573 $      (134,908)$      511,556  $      (127,270)
                                                   ============== =============== ==============  ===============
</TABLE>


    Estimated amortization expense for the years ending December 31, 2003, 2004,
2005, 2006 and 2007 is $30,000,000 for all periods.


<PAGE>


     Stock-Based  Compensation:  The Company has  adopted  the  disclosure  only
provisions  of SFAS  No.  123 and  SFAS  No.  148,  Accounting  for  Stock-Based
Compensation-Transition  and  Disclosure.   Compensation  cost  for  stock-based
compensation  issued to employees  has been measured  using the intrinsic  value
method provided by Accounting  Principles Board Opinion No. 25. Accordingly,  no
compensation cost has been recognized for options granted under the stock option
plan as all  options  granted  under  the  Company's  stock  option  plan had an
exercise price equal to the market value of the  underlying  common stock on the
date of grant.  Had  compensation  cost for the Company's stock option plan been
determined  based on the fair  value at the grant  date for  awards in the three
months ended March 31, 2003 and 2002  consistent with the provisions of SFAS No.
123,  the  Company's  net  income  and  earnings  per share  would have been the
unaudited  pro forma amounts  indicated  below (in  thousands,  except per share
data):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                     Three Months Ended
                                                                                          March 31,
                                                                                   2003              2002
                                                                                ---------        ----------
     Net income as reported                                                     $  13,670        $    8,365

     Stock based employee compensation expense determined under fair
       value based method, net of related tax effects                                 471             2,268
                                                                                ---------        ----------
     Pro forma net income                                                       $  13,199        $    6,097
                                                                                =========        ==========

     Earnings per share:
         Basic-as reported                                                      $    0.16        $     0.10
                                                                                =========        ==========

         Basic-pro forma                                                        $    0.16        $     0.07
                                                                                =========        ==========

         Diluted-as reported                                                    $    0.16        $     0.10
                                                                                =========        ==========

         Diluted-pro forma                                                      $    0.16        $     0.07
                                                                                =========        ==========

</TABLE>

     The fair value of options  granted in the three months ended March 31, 2003
and  2002  were  estimated  at  the  date  of  grant  using  the   Black-Scholes
option-pricing model with the following assumptions:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                            2003          2002
                                                                          -------      -------
Weighted-average life (years)                                                  4.2          4.2
Volatility                                                                      96%          94%
Expected dividend per share                                                $  0.31      $  0.36
Risk-free interest rate                                                       2.50%        2.55%
Weighted-average fair value of options granted                               $7.44       $18.72
</TABLE>

     Reclassifications:  Certain  prior year amounts have been  reclassified  to
conform  with the  current  period  presentation,  with no effect on  previously
reported net income or stockholders' equity.

2. Discontinued Operations

     In June 2002,  the  Company  initiated a strategic  review  which  included
retaining  investment  bankers  and a  consulting  firm.  As a  result  of  this
strategic  review,  in the second half of 2002 the Company  made the decision to
divest its  Russian  Pharmaceuticals  segment,  Biomedicals  segment,  Photonics
business (included in the North America Pharmaceuticals  segment), raw materials
businesses  and  manufacturing  capability  in Central  Europe  (included in the
Europe  Pharmaceuticals  segment) and Circe unit  (included in the North America
Pharmaceuticals segment).

     The  results  of  the  Discontinued   Businesses  have  been  reflected  as
discontinued  operations in the consolidated  condensed financial  statements in
accordance  with SFAS No.  144,  Accounting  for the  Impairment  or Disposal of
Long-Lived Assets.  The consolidated  condensed  financial  statements have been
restated to conform to discontinued  operations  presentation for all historical
periods presented.

     The Company is  actively  marketing  for sale the  Russian  Pharmaceuticals
segment,   the  Biomedicals  segment  and  the  raw  materials   businesses  and
manufacturing  capability in Hungary and the Czech Republic. The Company expects
all of the remaining discontinued operations will be sold by the end of 2003.

     The Company  disposed of the Circe unit in the fourth quarter of 2002 for a
nominal sales price.

     The Company  disposed of its Photonics  business in two stages.  First,  it
discontinued  the medical  services  business in  September  2002.  Second,  the
Company sold the laser device business in March 2003 for approximately $505,000.

     Summarized selected financial  information for discontinued  operations for
the three months ended March 31, 2003 and 2002 is as follows (in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                            2003        2002
                                                                                        ----------- ----------
Revenue                                                                                 $    52,345 $   60,656
                                                                                        =========== ==========
Income before income taxes                                                              $     1,886 $      223
Income taxes                                                                                  1,437      1,179
                                                                                        ----------- ----------
     Income (loss) from discontinued operations, net                                    $       449 $     (956)
                                                                                        =========== ==========
</TABLE>

     The assets and liabilities of discontinued operations are stated separately
as of  March  31,  2003  and  December  31,  2002 on  accompanying  consolidated
condensed  balance  sheets.  The major  asset and  liability  categories  are as
follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                            March 31,   December 31,
                                                                                               2003         2002
                                                                                          ----------     ---------
Cash                                                                                       $   8,344      $  9,098
Accounts receivable, net                                                                      37,375        46,601
Inventories, net                                                                              48,618        54,306
Property, plant and equipment, net                                                            29,693        29,481
Other assets                                                                                  62,617        62,344
                                                                                          ----------     ---------
   Assets of discontinued operations                                                       $ 186,647      $201,830
                                                                                          ==========     =========
Accounts payable                                                                           $  13,732      $ 20,010
Accrued liabilities                                                                           23,401        26,372
Other liabilities                                                                              1,707         1,686
                                                                                          ----------     ---------
   Liabilities of discontinued operations                                                  $  38,840      $ 48,068
                                                                                          ==========     =========
</TABLE>



<PAGE>



3. Earnings Per Share

    The following table sets forth the computation of basic and diluted earnings
per share (in thousands, except per share data):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                     Three Months Ended
                                                                                          March 31,
                                                                                   2003              2002
                                                                                ---------        ----------
Income:
     Numerator for basic and dilutive earnings per share--
       income available to common stockholders                                  $  13,670        $    8,365
                                                                                =========        ==========


Shares:
     Denominator for basic earnings per share--
       weighted-average shares outstanding                                         84,104            82,274
                                                                                ---------        ----------

     Effect of dilutive securities:
       Employee stock options                                                         203             2,053
       Other dilutive securities                                                       --                 4
                                                                                ---------        ----------

     Dilutive potential common shares                                                 203             2,057
                                                                                ---------        ----------

     Denominator for diluted earnings per share--
       adjusted weighted-average shares and assumed conversions                    84,307            84,331
                                                                                =========        ==========

Basic earnings per common share
Income from continuing operations                                               $    0.16        $     0.38
Discontinued operations, net of taxes                                                  --             (0.01)
Cumulative effect of change in accounting principle                                    --             (0.27)
                                                                                ---------        ----------
     Net income per share                                                       $    0.16        $     0.10
                                                                                =========        ==========
       Shares used in per share computation                                        84,104            82,274
                                                                                =========        ==========

Diluted earnings per common share
Income from continuing operations                                               $    0.16        $     0.37
Discontinued operations, net of taxes                                                  --             (0.01)
Cumulative effect of change in accounting principle                                    --             (0.26)
                                                                                ---------        ----------
     Net income per share                                                       $    0.16        $     0.10
                                                                                =========        ==========
       Shares used in per share computation                                        84,307            84,331
                                                                                =========        ==========
</TABLE>

     For the three months ended March 31, 2003 and 2002, 3,778,000 and 1,764,000
weighted  average stock options,  respectively,  and 13,591,690  shares from the
effect of convertible  debt are not included in the  computation of earnings per
share as such securities are anti-dilutive.

<PAGE>



4.  Detail of Certain Accounts
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                               March 31,         December 31,
                                                                                 2003                2002
                                                                          ----------------      --------------
                                                                                     (in thousands)

Accounts receivable, net:
  Trade accounts receivable                                               $         94,932      $      100,724
  Royalties receivable                                                              64,811             105,496
  Other receivables                                                                 15,597              17,202
                                                                          ----------------      --------------
                                                                                   175,340             223,422
  Allowance for doubtful accounts                                                   (7,027)             (7,646)
                                                                          ----------------      --------------
                                                                          $        168,313      $      215,776
                                                                          ================      ==============

Inventories, net:
  Raw materials and supplies                                              $         47,481      $       53,217
  Work-in-process                                                                   31,590              29,290
  Finished goods                                                                    22,240              17,415
                                                                         -----------------      --------------
                                                                                   101,311              99,922
  Allowance for inventory obsolescence                                             (12,031)            (11,060)
                                                                          ----------------      --------------
                                                                          $         89,280      $       88,862
                                                                          ================      ==============

Property, plant and equipment, net:
  Property, plant and equipment, at cost                                  $        361,611      $      361,357
  Accumulated depreciation and amortization                                       (124,759)           (118,469)
                                                                          ----------------      --------------
                                                                          $        236,852      $      242,888
                                                                          ================      ==============
</TABLE>

5. Related Party Transactions

     In April 2001,  the Company made a loan to Mr. Panic,  its former  Chairman
and Chief Executive  Officer,  of $2,731,519 as part of a program adopted by the
Board of  Directors of the Company to  encourage  directors  and officers of the
Company to exercise stock options.  The loan is collateralized by 286,879 shares
of the  Company's  Common Stock (fair market value of $2,556,000 as of March 31,
2003) held by Mr. Panic and is due in April 2004.  This loan bears interest at a
rate of 4.63% per annum, payable annually. The loan is non-recourse with respect
to principal and full  recourse to Mr. Panic with respect to interest.  The loan
is included  in the  accompanying  consolidated  condensed  balance  sheets as a
reduction of stockholders' equity.

Ribapharm

     At the  time of the  Ribapharm  initial  public  offering  ("the  Ribapharm
Offering"),   Ribapharm  and  the  Company   entered  into  an  affiliation  and
distribution  agreement,  which places  restrictions  on Ribapharm's  ability to
issue  capital  stock to ensure that  Ribapharm  remains  part of the  Company's
consolidated group for income tax purposes; a management services and facilities
agreement,  which  details the  Company's  agreement to provide  Ribapharm  with
interim administrative and corporate services; a lease agreement, which provides
Ribapharm  a  long-term   lease  in  the  Company's   Costa  Mesa  facility;   a
confidentiality  agreement,  which  provides that Ribapharm and the Company will
not  disclose  to  third  parties   confidential  and  proprietary   information
concerning each other; a registration rights agreement, which grants the Company
rights to require  Ribapharm to register shares of Ribapharm  common stock owned
by the Company; and a tax sharing agreement, which allocates liability for taxes
between the Company and Ribapharm.

6.  Commitments and Contingencies

     SEC  Litigation:  On August 11,  1999,  the United  States  Securities  and
Exchange  Commission  (the "SEC") filed a civil  complaint in the United  States
District Court for the Central District of California  captioned  Securities and
Exchange  Commission  v.  ICN  Pharmaceuticals,   Inc.,  Milan  Panic,  Nils  O.
Johannesson,  and David C. Watt,  Civil  Action No. SACV  99-1016 DOC (ANx) (the
"SEC Complaint").  The SEC Complaint alleged that the Company and the individual
named  defendants  made untrue  statements  of material fact or omitted to state
material facts  necessary in order to make the statements  made, in the light of
the  circumstances  under which they were made,  not  misleading  and engaged in
acts,  practices,  and courses of business  which operated as a fraud and deceit
upon other persons in violation of Section 10(b) of the Securities  Exchange Act
of 1934 and Rule  10b-5  promulgated  thereunder.  The SEC  Complaint  concerned
public  disclosures  made  by  the  Company  with  respect  to  the  status  and
disposition  of the  Company's  1994 New Drug  Application  for  ribavirin  as a
monotherapy  treatment  for chronic  hepatitis C (the "NDA").  The United States
Food and Drug  Administration  (the  "FDA") did not  approve  this NDA.  The SEC
Complaint sought injunctive  relief,  unspecified civil penalties,  and an order
barring Mr.  Panic from acting as an officer or director of any  publicly-traded
company, which would include the Company.

     In the Fall of 2002,  counsel  for the  defendants  and the SEC  reached an
agreement to settle the SEC Complaint as against all defendants.  On October 28,
2002,  the  Commissioners  of the SEC voted to  approve  the  settlement  and on
November 27, 2002, the Court issued final  judgments  embodying the terms of the
settlement  with  the  Company  and  Mr.  Panic.  (Settlements  with  the  other
defendants were documented separately.)

     The material terms of the Company's settlement with the SEC are as follows:
The Company, without admitting or denying liability, consented to the entry of a
consent judgment permanently  enjoining the Company from violating Section 10(b)
of the Securities Exchange Act of 1934, and Rule 10b-5,  promulgated thereunder.
The Company agreed to pay a civil penalty in the amount of $1,000,000 (which has
been paid).  The Company (and its successors  and assigns)  consented to various
corporate  governance  undertakings  regarding  FDA-related  press releases (the
"Undertakings"). Because the settlement documents explicitly acknowledged that a
"change of control" of the Company  occurred as of May 29, 2002, the Company can
make an application for termination of the Undertakings (upon a showing of "good
cause") eighteen months after entry of the judgment.

     The  Undertakings  are as follows:  The  Company's  Board  shall  appoint a
three-member  committee  (the  "Committee")  with  responsibility  to  establish
policies and  procedures  regarding  issuance of  FDA-related  press releases in
general and to approve the specific  contents of each FDA-related press release;
the Company shall retain a recognized securities lawyer (the "Expert") to review
the Company's  policies and procedures  regarding  FDA-related  press  releases,
train  the  Committee,  make  written  recommendations  to  the  Board  and  the
Committee,  and make  yearly  reviews of the  Company's  FDA-related  disclosure
polices.  The Expert shall  furnish  reports to the  Committee and the Company's
internal  "Disclosure  Compliance Officer," with copies to the SEC; the Company,
upon  approval of the Board,  shall prepare a written  policy  and/or  procedure
document regarding FDA-related press releases, with copy to the SEC; the Company
shall  pre-clear all  FDA-related  press  releases with the FDA; the  Disclosure
Compliance  Officer  shall ensure that  pre-clearance  takes place;  the Company
shall  provide  copies of all  FDA-related  press  releases to the  Expert.  Any
comments by the Expert shall be submitted to the Disclosure  Compliance Officer,
with copies to the SEC;  each Board  member and  Board-appointed  officer  shall
attend a course concerning  disclosure  obligations of public companies,  with a
refresher  course once per year;  and Mr. Panic will not be involved in drafting
or approving  FDA-related  press  releases.  The Company is  complying  with the
Undertakings.

     With  respect to Mr.  Panic,  the  settlement  provides  for an  injunction
(without  admitting or denying  liability),  a civil penalty of $500,000,  and a
prohibition  against  drafting or  approving  FDA-related  press  releases for a
period of five years.  The Company agreed to indemnify Mr. Panic with respect to
this penalty.

     U.S. Attorney Litigation:  On December 17, 2001, the Company pleaded guilty
in the United States District Court for the Central District of California ("the
District  Court") to a single felony count for securities  fraud for omitting to
disclose until February 17, 1995, the existence and content of a letter received
from the FDA in late 1994 regarding the not  approvable  status of the Company's
1994 NDA.  This guilty plea was entered  pursuant to a plea  agreement  with the
office of the United States Attorney for the Central District of California (the
"Office")  to  settle  a  six-year  investigation.  The  Company  paid a fine of
$5,600,000  and  became  subject to a  three-year  term of  probation.  The plea
agreement  provides  that the Office will not further  prosecute the Company and
will  not  bring  any  further  criminal  charges  against  the  Company  or any
individuals  relating  to  any  matters  that  have  been  the  subject  of  the
investigation and will close its investigation of these matters, except that the
plea agreement  provides that the Office has not closed its  investigation  with
respect  to one former  employee  of the  Company.  The  Company  applied to the
District  Court in April 2003 for early  termination  of the  probation  and the
District  Court granted the  application  and entered an order  terminating  the
probation effective April 23, 2003.

     Biomedicals:  On June 21, 2002, the Company  executed a plea agreement with
the Office of the U.S. Attorney for the Southern  District of Florida.  Pursuant
to  that  agreement,  the  Company  pleaded  guilty  to a  single  count  of its
Biomedical  unit failing to certify a shipment of hazardous  material and agreed
to implement a corporate program to enhance the Company's  continued  compliance
with laws and regulations and, in particular,  the  transportation  of hazardous
materials shipped from its facilities.  The Company paid a fine of approximately
$40,000.  The 1998  shipment  giving  rise to the  plea  arrived  safely  at its
destination  and  did  not  result  in harm to any  persons  or  property,  and,
furthermore,  did not  result in any  environmental  release.  In May 2003,  the
Company  accepted  an offer by the U.S.  Department  of State to  settle a civil
investigation  relating  to the same  facts  without  imposition  of any fine or
disciplinary action.

     Russia:  The Company is involved in various legal  proceedings  relating to
its  distribution  company in  Russia.  These  proceedings  arise out of a claim
relating to non-payment  under a contract entered into in January 1995, prior to
the Company's  acquisition of the Russian  distribution  company.  The claimant,
Minnex  Trading  Corporation   ("Minnex")  in  July  2001  initiated  bankruptcy
proceedings   against  OAO   Pharmsnabsbyt   ("PSS"),   the  Company's   Russian
distribution  company,  in the Arbitration Court of Moscow Region,  and seeks to
recover $6,200,000 in damages,  plus expenses.  Certain other ICN affiliates are
also  creditors  of PSS, and have  asserted  claims in  bankruptcy  in excess of
$12,000,000.  Claims  have also been made that the  Company is  responsible  for
PSS's bankruptcy. Under certain circumstances,  Russian law imposes liability on
a company whose actions create  liabilities or cause  bankruptcy for its Russian
subsidiary.  The Company  intends to  vigorously  assert its  interests  in this
matter;  however,  an  adverse  decision  could  have a  material  effect on the
operations of the Company.

     Derivative  and Class  Actions:  The  Company is a nominal  defendant  in a
shareholder  derivative  lawsuit  pending  in  state  court  in  Orange  County,
California.  This lawsuit,  which was filed on June 6, 2002,  purports to assert
derivative claims on behalf of the Company against certain current and/or former
officers and directors of the Company.  The lawsuit asserts claims for breach of
fiduciary duties,  abuse of control,  gross mismanagement and waste of corporate
assets.  The plaintiff  seeks,  among other things,  damages and a  constructive
trust  over  cash  bonuses  paid  to the  officer  and  director  defendants  in
connection with the Ribapharm Offering ("the Ribapharm Bonuses").  Because it is
a derivative lawsuit,  the plaintiff does not seek recovery from the Company but
rather on behalf of the Company.

     Since July 25, 2002,  multiple  class actions have been filed in the United
States District Courts for the Eastern District of New York, the District of New
Jersey and the Central  District of  California  against the Company and some of
our  current  and  former  executive  officers.  The  lawsuits  allege  that the
defendants  violated Sections 10(b) and 20(a) of the Securities  Exchange Act of
1934,  and Rule 10b-5  promulgated  thereunder,  by issuing false and misleading
financial  results to the market during different class periods ranging from May
3,  2001 to July 10,  2002,  thereby  artificially  inflating  the  price of the
Company's  stock.  The lawsuits  generally claim that the defendants  improperly
inflated the  Company's  sales volume and revenues  through  excess  shipment of
products to the Company's  distributors and improper recognition of revenue from
certain royalty payments.  The plaintiffs generally seek to recover compensatory
damages, including interest.

     On October 1, 2002, several former and current directors of the Company, as
individuals,  as well as the  Company,  as a nominal  defendant,  were  named as
defendants  in a second  shareholder's  derivative  complaint  filed in Delaware
Chancery Court.  The complaint  purports to state causes of action for violation
of Delaware  General  Corporate Law Section 144, breach of fiduciary  duties and
waste of corporate  assets in connection with the defendants'  management of the
Company.  Because  it is a  derivative  lawsuit,  the  complaint  does  not seek
recovery from the Company but rather on behalf or the Company.  The  allegations
largely  duplicate  those  contained in the  derivative  lawsuit filed in Orange
County, California, but add a disclosure-based claim relating to the allegations
of federal securities law violations made in the class actions.

     The Company  established  a Special  Litigation  Committee  to evaluate the
plaintiffs' claims in both derivative actions.  The Special Litigation Committee
concluded  that  it  would  not  be in  the  best  interests  of  the  Company's
shareholders to pursue many of the claims in these two lawsuits,  but decided to
pursue,  through  litigation or  settlement,  claims arising from the April 2002
decision  of the Board to approve the  payment of  approximately  $50,000,000 in
bonuses to various members of the Board and management  arising from the initial
public  offering of Ribapharm.  On April 25, 2003, the Company filed a motion to
stay or dismiss the  California  plaintiff's  complaint  in favor of the Company
amending the existing  Delaware  derivative  action to substitute the Company as
the plaintiff.  The hearing on the Company's motion in the California  action is
scheduled for June.

     Schering  Dispute:  Schering has informed the Company and Ribapharm that it
believes  royalties  paid under the License and Supply  Agreement  (the "License
Agreement") should not include royalties on products  distributed as part of its
indigent patient marketing program.  Schering claims that because it receives no
revenue  from  products  given to indigent  patients,  it should not have to pay
royalties  on these  products  under the  License  Agreement.  In  August  2001,
Schering withheld approximately $11,628,000 from its royalty payment relating to
the second  quarter of 2001.  The amount  withheld was  purportedly  intended by
Schering to be a  retroactive  adjustment  of royalties  previously  paid to the
Company and Ribapharm through the third quarter of 2000 on products  distributed
as part of this indigent patient marketing program.  Since the fourth quarter of
2000, Schering has withheld on a current basis all royalty payments  purportedly
related to this indigent patient  marketing  program.  The Company and Ribapharm
recognized the  $11,628,000  of withheld  royalty  payments for the  retroactive
adjustment and $3,050,000 of royalty payments withheld for the fourth quarter of
2000 and the first quarter of 2001 as revenue. These amounts are included on the
Company's consolidated balance sheet as a receivable.  The Company and Ribapharm
have not  established a reserve for these  amounts,  because,  in the opinion of
Ribapharm's  management,  collectibility is reasonably assured. Since the second
quarter of 2001,  the Company and  Ribapharm  no longer  recognize  any of these
withheld  royalty  payments  as  revenue,  as  such  amounts  can no  longer  be
determined  due to a lack of information  provided by Schering.  The Company and
Ribapharm have commenced  arbitration  with Schering to collect these  royalties
and prevent  Schering from  withholding  royalty  payments on future sales.  The
parties selected an arbitrator, discovery has commenced and arbitration hearings
are  currently  expected to begin in July 2003.  If the Company and Ribapharm do
not  succeed  in this  arbitration,  Ribapharm  may have to  write  off all or a
portion of this receivable.  If the Company and Ribapharm do succeed,  Ribapharm
will be  entitled  to receive  the  royalty  payments  on these  indigent  sales
withheld by Schering.

     Generic  Litigation:   Three  generic  pharmaceutical   companies,   Geneva
Pharmaceuticals  Technology  Corporation which was subsequently  merged into its
parent,  Geneva  Pharmaceuticals,  Inc.  ("Geneva")  an indirect  subsidiary  of
Novartis,   Three  Rivers   Pharmaceuticals,   LLC  ("Three  Rivers")  and  Teva
Pharmaceuticals USA, Inc. ("Teva"), have filed abbreviated new drug applications
with  the  FDA to  market  generic  forms  of  ribavirin  for  use as  part of a
combination  therapy for the treatment of hepatitis C. The Company and Ribapharm
have sued all  three of these  pharmaceutical  companies  to  prevent  them from
marketing a generic form of ribavirin.  The cases are all before the same judge,
and have  been  coordinated  with  respect  to a  common  trial  date,  which is
currently  set for June 24, 2003.  Summary  judgement  motions were filed by the
defendants.  The Company and Ribapharm filed  oppositions to those motions,  and
the court heard oral  argument  on March 31,  2003.  The Company is  expecting a
decision in due course prior to the start of trial.  The Federal Food,  Drug and
Cosmetic  Act,  as  amended  by the  Drug  Price  Competition  and  Patent  Term
Restoration Act of 1984, also known as the Hatch-Waxman Act, generally prohibits
the FDA from  giving  final  marketing  approval to these  abbreviated  new drug
applications for 30 months after the applicants notify the Company and Ribapharm
of their  intent to seek  approval  from the FDA.  However,  the FDA could grant
marketing  approval  prior to  expiration of this 30-month stay if a court rules
that  Ribapharm's  patents  are  invalid  or  unenforceable  or  that a  generic
manufacturer of ribavirin would not infringe  Ribapharm's patents, or if a court
determines  that a party has  unreasonably  delayed  the  progress of the patent
litigation.

     Schering-Plough  Ltd.  ("Schering"),  which has  licensed all oral forms of
ribavirin  for  the  treatment  of  chronic  hepatitis  C  in  combination  with
Schering's  interferon  alpha-2b,  also sued all three companies to prevent them
from  marketing a generic  form of  ribavirin.  On  February  7, 2003,  Schering
announced  that it had entered into a licensing  agreement with Three Rivers and
on March 26, 2003 announced it had entered into licensing agreements with Geneva
and Teva, which will settle all patent litigation between Schering and the three
generic  companies  regarding  Schering's U.S. patents relating to ribavirin and
its use in treating hepatitis C. According to the announcements,  under terms of
the  agreement,  Schering  granted  to each of Three  Rivers,  Geneva and Teva a
non-exclusive,  non-sublicensable license to its U.S. ribavirin patents. Each of
the  companies  will pay to  Schering  a royalty  on its  ribavirin  sales.  The
agreement  is subject to the courts'  dismissal of the  relevant  lawsuits.  The
Company  and  Ribapharm  believe  their  patent  position  to  be  unchanged  by
Schering's  settlements  with the three  generic  pharmaceutical  companies  and
intend to vigorously defend their own position in court.  Schering's  settlement
is only relevant to the United States market.

     Ribapharm  Patents:  Various  parties are  opposing  Ribapharm's  ribavirin
patents  in  actions  before  the  European  Patent  Office,  and  Ribapharm  is
responding to these oppositions. Regardless of the outcome of these oppositions,
the Company  believes the combination  therapies  marketed by Schering and Roche
will continue to benefit from a period of data and  marketing  protection in the
major markets of the European Union until 2009 for Schering and 2012 for Roche.

     Yugoslavia:  In March 1999,  arbitration  was  initiated  in the  following
matters  before the  International  Chamber of Commerce  International  Court of
Arbitration: (a) State Health Fund of Serbia v. ICN Pharmaceuticals,  Inc., Case
No. 10 373/AMW/BDW,  and (b) ICN  Pharmaceuticals,  Inc. v. Federal  Republic of
Yugoslavia  and  Republic  of  Serbia,  Case No. 10  439/BWD.  At issue in these
matters is the parties' respective  ownership  percentages in ICN Yugoslavia,  a
joint venture formed by the parties' purported predecessors-in-interest in 1990.

     In these  proceedings,  the Company has asserted  claims and  counterclaims
against  the  Federal  Republic  of  Yugoslavia  and the  Republic of Serbia for
unlawful expropriation of its majority interest in the joint venture, failure to
pay obligations in excess of $176,000,000,  violation of a contractual  right of
first refusal  regarding the minority owners' sale of its interest,  and failure
to return the Company's contributed  intangible assets (including two compounds,
Tiazole(TM)  and  Andenazole(TM),  that the  Company  subsequently  assigned  to
Ribapharm,  subject to the rights of the State Health Fund of Serbia)  following
partial appropriation of the Company's majority interest.  The State Health Fund
of Serbia  has  asserted a claim  against  the  Company  for breach of the joint
venture agreement based on the Company's  alleged failure to contribute  certain
intangible assets and alleged mismanagement.

     The  arbitration  hearings  in this  matter  began  in  November  2002  and
continued in April 2003.  The Tribunal has requested  supplemental  briefing and
may order one or more rounds of additional hearings.  Depending upon the outcome
of this matter,  Ribapharm's  interest in Tiazole(TM) and  Andenazole(TM) may be
extinguished.

     Other:  The  Company is a party to other  pending  lawsuits or subject to a
number  of  threatened  lawsuits.  The  Company  has also  identified  potential
violations of U.S. export regulations. While the ultimate outcome of pending and
threatened  lawsuits or pending  violations  cannot be predicted with certainty,
and an unfavorable  outcome could have a negative impact on the Company, at this
time in the opinion of management, the ultimate resolution of these matters will
not have a material  effect on the Company's  consolidated  financial  position,
results of operations or liquidity.



<PAGE>



7. Business Segments

     The Company has four  reportable  pharmaceutical  segments  comprising  the
Company's pharmaceutical  operations in North America, Latin America, Europe and
Asia,  Africa and  Australia.  In addition,  the Company has its  majority-owned
subsidiary,  Ribapharm.  The segment  reporting  has been restated to conform to
discontinued operations  presentation for all periods presented.  See Note 2 for
the discussion of discontinued operations.

     The  following  table  sets  forth the  amounts  of  segment  revenues  and
operating  income of the Company for the three  months  ended March 31, 2003 and
2002 (in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


Revenues                                                         2003           2002
                                                             ------------   -----------
  Pharmaceuticals
      North America                                          $     15,371   $    41,924
      Latin America                                                26,371        29,487
      Europe                                                       55,576        44,774
      Asia, Africa and Australia                                   12,816        11,820
                                                             ------------   -----------
          Total pharmaceuticals                                   110,134       128,005
  Ribapharm royalty revenue                                        48,583        57,001
                                                             ------------   -----------
Consolidated revenues                                        $    158,717   $   185,006
                                                             ============   ===========

Operating Income (Loss)
  Pharmaceuticals
      North America                                          $     (2,931)  $    18,878
      Latin America                                                 6,779         9,047
      Europe                                                        7,138         6,171
      Asia, Africa and Australia                                    1,650         1,416
                                                             ------------   -----------
          Total pharmaceuticals                                    12,636        35,512
  Ribapharm                                                        33,543        48,806
                                                             ------------   -----------
Consolidated segment operating income                              46,179        84,318

Corporate expenses                                                (13,798)      (19,617)
Interest income                                                       982         1,310
Interest expense                                                   (8,292)      (14,393)
Other income (loss), net, including translation
  and exchange                                                      4,091        (1,313)
                                                             ------------   -----------
Income from continuing operations before income
  taxes, minority interest and cumulative effect of
  change in accounting principle                             $     29,162   $    50,305
                                                             ============   ===========
</TABLE>


<PAGE>



    The following table sets forth the segment total assets of the Company as of
March 31, 2003 and December 31, 2002 (in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                         Total Assets
                                                                                    2003                2002
                                                                             -----------------  ------------------
Pharmaceuticals
    North America                                                            $         429,638  $          435,506
    Latin America                                                                      159,236             162,877
    Europe                                                                             302,643             292,047
    Asia, Africa and Australia                                                          15,420              19,658
                                                                             -----------------  ------------------
        Total pharmaceuticals                                                          906,937             910,088
Corporate                                                                              195,424             177,556
Ribapharm                                                                              173,859             199,075
Discontinued operations                                                                186,647             201,830
                                                                             -----------------  ------------------
                                                                             $       1,462,867  $        1,488,549
                                                                             =================  ==================
</TABLE>


8. Subsequent Events

     On May 9, 2003, a bondholder  filed a class action lawsuit in Orange County
Superior Court against the Company and some of its current and former  directors
and executive officers. The lawsuit alleges that defendants violated Sections 11
and 15 of the Securities  Act of 1933 by making false and misleading  statements
in connection  with an offering of  Convertible  Subordinated  Notes in November
2001,  thereby  artificially  inflating  the  market  price  of the  Notes.  The
plaintiffs generally seek to recover compensatory  damages,  including interest.
The Company intends to vigorously defend itself.



<PAGE>




Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Condition

     The  following  discussion  relates  to the  information  presented  in the
Financial  Statements included in this Quarterly Report. With respect to certain
items  set  forth  in such  Financial  Statements,  management  has  sought,  in
connection  with  its  discussion  of the  material  changes  in  the  Company's
financial  condition  and  results of  operations  between the periods for which
information is presented in the Financial  Statements,  to identify and, in some
cases,  quantify,  the  material  factors  which  contributed  to such  material
changes.  However,  the  quantification  of  such  factors  may  result  in  the
presentation of numerical measures that exclude amounts that are included in the
most directly  comparable  measure  calculated and presented in accordance  with
generally  accepted  accounting   principles  in  the  United  States  ("GAAP").
Management is providing this  information  because it believes that it is useful
to  enable  readers  to  assess  material  changes  in the  Company's  financial
condition and results of operations between the periods for which information is
presented in the Financial  Statements.  In each instance,  such  information is
presented  immediately  following (and in connection with an explanation of) the
most directly  comparable  financial measure calculated in accordance with GAAP,
and includes other material  information  necessary to reconcile the information
with the comparable GAAP financial measure.
Results of Operations

     Certain  financial  information for the Company's  business segments is set
forth below. This discussion should be read in conjunction with the consolidated
condensed  financial  statements  of the  Company  included  elsewhere  in  this
Quarterly Report. For additional financial  information by business segment, see
Note  7  of  Notes  to  Consolidated  Condensed  Financial  Statements  included
elsewhere in this Quarterly Report.

     The Company has four  reportable  pharmaceutical  segments  comprising  the
Company's pharmaceutical  operations in North America, Latin America, Europe and
Asia,  Africa and  Australia.  In addition,  the Company has its  majority-owned
subsidiary,  Ribapharm.  The segment  reporting  has been restated to conform to
discontinued  operations  presentation for all periods presented.  See Note 2 of
Notes to  Consolidated  Condensed  Financial  Statements  for the  discussion of
discontinued operations.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                 Three Months Ended
                                                                                      March 31,
                                                                               2003                2002
                                                                        ----------------      --------------

                                                                                    (in thousands)
    Revenues:
      Pharmaceuticals
          North America                                                 $         15,371      $       41,924
          Latin America                                                           26,371              29,487
          Europe                                                                  55,576              44,774
          Asia, Africa, Australia                                                 12,816              11,820
                                                                        ----------------      --------------
              Total pharmaceuticals                                              110,134             128,005
      Ribapharm royalty revenue                                                   48,583              57,001
                                                                        ----------------      --------------
                                                                        $        158,717      $      185,006
                                                                        ================      ==============

    Cost of goods sold                                                  $         40,870      $       36,236

    Gross profit margin on product sales                                            63%                 72%

</TABLE>

Revenues:

     Ribapharm  Royalty Revenues:  Royalty revenues  represent amounts earned by
the Company's  Ribapharm  subsidiary under the License and Supply Agreement with
Schering  (the  "License  Agreement")  and for the three  months ended March 31,
2003,  with F.  Hoffman-LaRoche  Ltd.  ("Roche").  Under the License  Agreement,
Schering  licensed  all oral forms of  ribavirin  for the  treatment  of chronic
hepatitis  C ("HCV")  in  combination  with  Schering's  alpha  interferon  (the
"Combination   Therapy").   Royalties  from  Schering  do  not  include  amounts
attributable  to products distributed  as part of  Schering's  indigent  patient
marketing  program.  See  Note 6 of Notes to  Consolidated  Condensed  Financial
Statements - "Commitments and Contingencies - Schering Dispute."

     Schering  recently  entered  into  license  agreements  with three  generic
pharmaceutical  companies,  which granted to the three companies  non-exclusive,
non-sublicensable  licenses to Schering's U.S. ribavirin patents.  See Note 6 of
Notes  to  Consolidated   Condensed  Financial  Statements  -  "Commitments  and
Contingencies  - Generic  Litigation."  The  outcome  of the  dispute  regarding
royalties from the indigent  marketing  program and  Schering's  licenses to the
three generic pharmaceutical  companies could have a material negative impact on
Ribapharm's future royalty revenues.

     On January 6, 2003, the Company, Ribapharm and Roche reached agreement on a
settlement regarding pending patent disputes over Roche's combination anti-viral
product  containing  Roche's version of ribavirin,  known as Copegus.  Under the
agreement,  Roche may continue to register and  commercialize  Copegus globally.
The financial terms of this settlement agreement includes a license by Ribapharm
of ribavirin to Roche. The license  authorizes Roche to make or have made and to
sell Copegus under Ribapharm's patents. Roche will pay royalty fees to Ribapharm
on all sales of Copegus for use in combination with interferon alfa or pegylated
interferon  alfa.  During the first  quarter of 2003,  Ribapharm  began  earning
royalties under this agreement.

     Royalties  for the  three  months  ended  March 31,  2003 were  $48,583,000
compared to  $57,001,000  for the same period of 2002, a decrease of  $8,418,000
(15%).  The Company and Ribapharm  believe that the decrease in royalties during
the three months ended March 31, 2003,  were affected by competitive  efforts on
the part of Schering in  anticipation  of Roche's Copegus entry into the market,
which began  during the fourth  quarter of 2002 and  continued,  on a consistent
basis,  during the first  quarter of 2003.  For the three months ended March 31,
2002, all royalties were derived from  Schering;  whereas,  for the three months
ended March 31, 2003, royalties are derived from both Schering and Roche.

     Pharmaceutical  Revenues:  In the North  America  Pharmaceuticals  segment,
revenues for the three months ended March 31, 2003 were $15,371,000, compared to
$41,924,000  for the same period of 2002, a decrease of $26,553,000  (63%).  The
decrease in sales  primarily  reflects  the  Company's  continuing  reduction of
inventories of the Company's products at wholesalers.  The Company completed its
inventory reduction program in April 2003, earlier than previously anticipated.

     In the Latin America Pharmaceuticals segment, revenues for the three months
ended March 31, 2003 were  $26,371,000,  compared  to  $29,487,000  for the same
period of 2002, a decrease of $3,116,000 (11%). The decrease is primarily due to
the negative impact in the amount of $5,497,000 due to currency  devaluations in
the region, partially off-set by price increases in Mexico.

     In the Europe Pharmaceuticals  segment,  revenue for the three months ended
March 31, 2003 were  $55,576,000  compared to $44,774,000 for the same period of
2002,  an increase of  $10,802,000  (24%).  The increase is primarily  due to an
increase in the value of the Euro relative to the U.S. Dollar, which resulted in
an increase in revenues of  $4,303,000  and an increase in revenues in Poland of
$2,647,000 due to higher volume. Additionally, excluding the effect of currency,
sales in Spain and Italy increased $3,363,000 due to higher volume.

     In the Asia, Africa and Australia ("AAA") Pharmaceuticals segment, revenues
for the  three  months  ended  March  31,  2003  were  $12,816,000  compared  to
$11,820,000 for the same period of 2002, an increase of $996,000 (8%).  Revenues
in the first quarter of 2003 were benefited by increased sales of Virazole(R).

     Gross Profit: Gross profit margin on product sales decreased to 63% for the
three  months ended March 31,  2003,  compared to 72% for 2002.  The decrease in
gross profit margin is primarily due to reduced sales of higher margin  products
in the North  America  Pharmaceuticals  segment,  which  lowered  the  Company's
overall gross profit margin and excess manufacturing  capacity.  Excluding North
America  Pharmaceuticals,  gross profit margin was 63% in the first three months
of 2003 compared to 65% in the same period of 2002.

     Selling  expenses:  Selling  expenses were $37,278,000 for the three months
ended March 31,  2003,  compared to  $39,918,000  for the same period in 2002, a
decrease of  $2,640,000  (7%).  The decrease is primarily  due to a reduction in
marketing and promotional costs in the North America Pharmaceuticals segment.

     General and Administrative  Expenses:  General and administrative  expenses
were  $30,446,000  for the three  months  ended  March  31,  2003,  compared  to
$27,207,000  for the same period in 2002, an increase of $3,239,000  (12%).  The
increase reflects increased general and administrative  expenses at Ribapharm of
$3,523,000  due to expenses  incurred to  establish  and support  administrative
departments  that did not exist in the first quarter of 2002 and increased legal
fees to defend patents and other matters.

     Research and  Development:  Research and development  expenses for the 2003
first quarter were  $9,159,000,  compared to  $9,088,000  for the same period in
2002. Research and development  expenses primarily reflect Ribapharm's  research
and development  efforts,  primarily to support product development programs for
Viramidine, Hepavir B and IL-12.

     Other Income  (Expense),  Net,  Including  Translation and Exchange:  Other
income was  $4,091,000  for the three months ended March 31, 2003  compared to a
loss of $(1,313,000)  for the same period in 2002. In the first quarter of 2003,
the Company  recorded  translation  and exchange  gains related to the Company's
dollar denominated net assets in Latin America of $3,368,000 and translation and
exchange  gains  in  Europe  of  $3,156,000  related  to  the  strengthening  of
currencies in this region.  The  translation  and exchange  gains were partially
offset by losses of  $2,272,000  related  to dollar  denominated  net  assets in
Canada. In the first quarter of 2002,  translation losses primarily consisted of
$1,618,000 of losses related the devaluation of the Argentine peso.

     Interest Income and Expense: Interest expense during the three months ended
March 31, 2003 decreased  $6,101,000  compared to the same period in 2002 due to
the  repurchases  and  redemption  of the Company's 8 3/4% Senior Notes in April
2002 and the repurchase of $59,410,000  principal amount of the Company's 6 1/2%
Convertible  Subordinated  Notes due in 2008 in July and August  2002.  Interest
income decreased to $982,000 in 2003 from $1,310,000 in 2002 due to lower yields
on investments.


<PAGE>



     Income Taxes: The Company's  effective income tax rate was 38% for 2003 and
2002.

     Income (loss) from  Discontinued  Operations,  Net of Taxes:  Income (loss)
from discontinued  operations  relates to the Company's Russian  Pharmaceuticals
segment,  Biomedicals  segment,  Photonics business and raw materials businesses
and manufacturing  capabilities in Hungary and the Czech Republic and was income
of $449,000  for the three  months  ended  March 31, 2003  compared to a loss of
$956,000 for the same period in 2002.

Liquidity and Capital Resources

     Cash and cash equivalents  totaled  $309,304,000 at March 31, 2003 compared
to $245,184,000 at December 31, 2002.  Working capital was $421,630,000 at March
31, 2003 compared to  $397,070,000  at December 31, 2002.  The change in working
capital of  $24,560,000  is primarily due to an increase of  $64,120,000 in cash
and cash  equivalents  offset by a decrease  in  accounts  payable  and  accrued
liabilities  of  $23,259,000.  The  increase in working  capital  also reflect a
decrease in accounts  receivable of $47,463,000 related to the collection of the
fourth quarter 2002 Schering  royalty payment and a decrease in taxes receivable
of $12,779,000 due to a tax refund received.

     During the three months ended March 31,  2003,  cash  provided by operating
activities totaled $78,875,000, compared to $62,128,000 in 2002. The increase in
operating  cash flows reflect the change in accounts  receivable of  $47,452,000
due to the  collection  of the fourth  quarter  2002  Schering  royalty  payment
partially offset by a $17,891,000 decrease in income from continuing  operations
and a ($23,414,000) change in accounts payable and accrued liabilities primarily
due to severances paid in the first quarter of 2003.

     Cash used in investing activities was $4,532,000 for the three months ended
March 31, 2003 compared to $9,396,000  for the same period of 2002. In 2003, net
cash used in investing activities consisted of payments for capital expenditures
of $2,510,000 and cash used in investing  activities in discontinued  operations
of  $1,936,000.  In 2002,  net cash used in  investing  activities  consisted of
acquisition  of license  rights,  product lines and businesses of $3,733,000 and
payments for capital expenditures of $3,928,000.

     Cash used in financing  activities  totaled $9,806,000 for the three months
ended  March  31,  2003,  including  cash  dividends  paid on  common  stock  of
$6,500,000 and payments on notes payable of $3,015,000.  In 2002,  cash provided
by financing  activities totaled $897,000,  including proceeds from the exercise
of employee stock options of $6,819,000  partially offset by cash dividends paid
on common stock of $6,136,000.

     Management  believes that the Company's  existing cash and cash equivalents
and funds  generated  from  operations  will be sufficient to meet its operating
requirements  at least through March 31, 2004 to fund  anticipated  acquisitions
and capital  expenditures,  including the continued  development of its research
and development  program. The Company may also seek additional debt financing or
issue additional equity securities to finance future  acquisitions.  The Company
funds its cash  requirements  primarily  from  cash  provided  by its  operating
activities.  The Company's sources of liquidity are its cash and cash equivalent
balances and its cash flow from operations.

     In February  and March 2003,  Schering  announced  that it has entered into
license agreements with three generic pharmaceutical companies, which granted to
each  company a  non-exclusive,  non-sublicensable  license to  Schering's  U.S.
ribavirin  patents.  The outcome of the  dispute  regarding  royalties  from the
indigent patient marketing program and Schering's  licenses to the three generic
pharmaceutical  companies  could have a material  negative impact on Ribapharm's
future royalty revenue.  See Note 6 of Notes to Financial  Statements  regarding
"Commitments  and  Contingencies - Generic  Litigation."  In addition,  at least
during  2003,  Ribapharm  could  experience  a decline in royalty  revenue  from
Schering  due to Roche's  entry into the market and it is  uncertain  if royalty
revenues from Roche will offset the effect of any such decline.

     In view of the completion of the Ribapharm public  offering,  the Company's
consideration  of its  structural and strategic  initiatives  and other factors,
there can be no  assurance  that the Company  will  continue  its  current  cash
dividend policy and may determine to reduce or eliminate its cash dividend.

     As  of  March  31,  2003,  Ribapharm  has  a  payable  to  the  Company  of
$14,936,000.  As of March 31, 2003, $94,975,000 of cash and cash equivalents was
retained by Ribapharm.  These funds may not be readily  available to the Company
unless Ribapharm declares a dividend or loans funds to the Company.  The Company
provides  Ribapharm a line of credit  facility,  which Ribapharm could draw upon
until August 31, 2002.  The  borrowings  were  initially  repayable on or before
December  31,  2003.  On March 28,  2003,  the Company  entered  into an amended
agreement, which allows Ribapharm to borrow up to $35,000,000 until December 30,
2005 or the date the Company ceases to be the  beneficial  owner of at least 80%
of the issued and outstanding common stock of Ribapharm ("the Expiration Date").
All amounts outstanding under the line of credit are due on the Expiration Date.
On May 6, 2003, the Company's  Board of Directors  approved the amendment to the
line of credit  facility.  There are no amounts  outstanding  under this line of
credit as of March 31, 2003.

     The Company  contributed  to Ribapharm the License  Agreement with Schering
and Ribapharm will receive all royalty payments which will reduce cash available
to the Company and its other  operations.  The Company and Ribapharm are jointly
and  severally  liable for the  principal  and  interest  obligations  under the
$525,000,000  Subordinated Convertible Notes due 2008 issued in July 2001. Under
terms contained in an inter-debtor  agreement between the Company and Ribapharm,
the  Company  has agreed to make all  interest  and  principal  payments  on the
convertible notes.

     The  Company  evaluates  the  carrying  value of its  inventories  at least
quarterly, taking into account such factors as historical and anticipated future
sales compared with  quantities on hand, the price the Company expects to obtain
for its products in their respective  markets compared with historical cost, and
the remaining shelf life of goods on hand. If actual market  conditions are less
favorable than those projected by management,  additional inventory  write-downs
may  be  required.   The  Company  also  evaluates  the  collectibility  of  its
receivables at least quarterly.  The Company's  methodology for establishing the
allowance  for bad debts  varies  with the  regions  in which it  operates.  The
allowance  for bad  debts is based  upon  specific  identification  of  customer
accounts and the Company's  best estimate of the  likelihood of potential  loss,
taking into account such factors as the financial  condition and payment history
of major  customers.  As of March 31, 2003,  the Company  believes that adequate
provision has been made for inventory obsolescence and for anticipated losses on
uncollectible accounts receivable.

     The Company is currently  self-insured  with  respect to product  liability
claims.  While to date no material  adverse claim for personal injury  resulting
from allegedly  defective products has been successfully  maintained against the
Company, a substantial claim, if successful, could have a negative impact on the
Company's liquidity and financial performance.

Restructuring

     During 2002, the Company conducted a strategic review of its operations. As
a result of that  review,  the Company now intends to  emphasize  its  specialty
pharmaceuticals  business,  to divest itself of those businesses that do not fit
the Company's  strategic  growth plans and to exert efforts to bring its overall
cost structure in line with industry averages.

     As a result of this  strategic  review,  the Company  made the  decision to
divest its  Russian  Pharmaceuticals  segment,  Biomedicals  segment,  Photonics
business, raw materials business and manufacturing capability in Hungary and the
Czech Republic and Circe unit.  The results of these  operations and the related
financial  position  have  been  reflected  as  discontinued  operations  in the
Company's   consolidated  condensed  financial  statements  in  accordance  with
Statement of Financial  Accounting Standard ("SFAS") No. 144, Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets.  The  consolidated   condensed
financial   statements  have  been  restated  to  conform  to  the  discontinued
operations presentation for all historical periods presented.

     At the time of the Ribapharm  initial public  offering,  the Company stated
that it intended to pursue a tax-free  distribution of its remaining interest in
Ribapharm to the Company's  stockholders (a  "Spin-Off"),  although there was no
obligation  to  do  so.   Following  the  Company's   2002  annual   meeting  of
stockholders,  which led to significant  changes in the composition of the board
of directors and  leadership of the Company,  the Company  announced that it was
re-evaluating  its past  restructuring  plans,  including  whether  to  pursue a
potential  Spin-Off.  The Company continues to evaluate its options with respect
to Ribapharm.



<PAGE>



Foreign Operations

     Approximately  64% and 49% of the  Company's  revenues for the three months
ended March 31, 2003 and 2002,  respectively,  were  generated  from  operations
outside the United States.  All of the Company's foreign  operations are subject
to  risks   inherent  in  conducting   business   abroad,   including   possible
nationalization   or  expropriation,   price  and  currency  exchange  controls,
fluctuations  in the relative  values of currencies,  political  instability and
restrictive  governmental actions.  Changes in the relative values of currencies
occur  from  time to time and may,  in some  instances,  materially  affect  the
Company's results of operations.  The effect of these risks remains difficult to
predict.

Russia

     While the Russian economy continues to show improvement since the financial
crisis that began in 1998, the economy continues to experience difficulties.  In
1998,  the ruble fell  sharply from a rate of 6.3 to $1 to a rate of 27.5 rubles
to $1 by the end of 1999.  At March 31, 2003,  the ruble  exchange rate was 31.4
rubles to $1 as compared  with a rate of 31.8 rubles to $1 at December 31, 2002.
ICN Russia had a net monetary asset position of approximately $14,766,000, which
is subject  to foreign  exchange  loss as further  declines  in the value of the
ruble in  relation  to the dollar  occur.  Due to the  fluctuation  in the ruble
exchange rate, the ultimate  amount of any future  translation and exchange loss
the Company may incur cannot  presently be  determined  and such loss may have a
negative  impact on the Company's  results of discontinued  operations.  To date
there is  continued  volatility  in  Russia's  debt  and  equity  markets,  high
inflation persists,  confidence in the banking sector has yet to be restored and
there  continues to be general  lack of  liquidity in the economy.  In addition,
laws and  regulations  affecting  businesses  operating with Russia  continue to
evolve.  Russia's return to economic stability is dependent to a large extent on
the  effectiveness  of the  measures  taken  by  the  government,  decisions  of
international lending organizations, and other actions, including regulatory and
political developments, which are beyond the Company's control.

Inflation And Changing Prices

     The effects of inflation are experienced by the Company  through  increases
in the costs of labor,  services  and raw  materials.  The Company is subject to
price control  restrictions  on its  pharmaceutical  products in the majority of
countries  in which it  operates.  While the Company  attempts to raise  selling
prices in anticipation of inflation,  the Company operates in some markets which
have  price  controls  that may limit its  ability  to raise  prices in a timely
fashion.  Future sales and gross profit will be reduced if the Company is unable
to obtain price increases commensurate with the levels of inflation.



<PAGE>



Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The Company's  business and financial  results are affected by fluctuations
in world financial markets.  The Company evaluates its exposure to such risks on
an ongoing basis,  and reviews its risk management  policy to manage these risks
to an  acceptable  level,  based on  management's  judgment  of the  appropriate
trade-off  between risk,  opportunity  and costs.  The Company does not hold any
significant  amount of market risk sensitive  instruments whose value is subject
to market price risk. The Company seeks to manage its foreign currency  exposure
by maintaining the majority of cash balances at foreign subsidiaries in the U.S.
dollar and through  operational  means by managing  local  currency  revenues in
relation to local  currency  costs.  The Company does not currently  provide any
hedges on its foreign currency exposure.

     In the normal  course of  business,  the Company  also faces risks that are
either non-financial or non-quantifiable. Such risks principally include country
risk,  credit risk,  and legal risk and are not  discussed or  quantified in the
following analysis.

     Interest  Rate  Risk:  The  Company   currently  does  not  hold  financial
instruments  for trading or speculative  purposes.  The financial  assets of the
Company are not  subject to  significant  interest  rate risk due to their short
duration.  At March 31, 2003, the Company had $12,761,000 of foreign denominated
debt that would  subject it to both  interest and currency  risk.  The principal
financial  liabilities of the Company that are subject to interest rate risk are
its fixed-rate  long-term debt (principally its 6 1/2% Subordinated  Convertible
Notes due 2008) totaling  approximately  $465,590,000.  The Company does not use
any  derivatives or similar  instruments to manage its interest rate risk. A 100
basis-point  increase  in interest  rates  (approximately  15% of the  Company's
weighted  average  interest  rate on  fixed-rate  debt)  affecting the Company's
financial  instruments  would have an immaterial  effect on the Company's  first
quarter 2003 pretax earnings. However, such a change would reduce the fair value
of the Company's fixed-rate debt instruments by approximately  $15,700,000 as of
March 31, 2003.

Item 4. Controls and Procedures.

     Commencing  with the fiscal  quarter  ended June 30, 2002,  and  continuing
quarterly  since then,  the Company has  instituted a program of  questionnaires
sent to,  certifications  provided by, and telephonic  interviews conducted with
individual  officers or employees  responsible  for oversight and  management of
parts  of the  Company's  different  business  operations.  The  questionnaires,
certifications  and interviews are intended to reinforce the Company's  existing
system  of  internal  controls,  and are  designed  to ensure  that  information
required to be  disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms. Such controls and procedures are also designed to
ensure that  information  required to be disclosed by the Company in the reports
that it files or submits under that Act is accumulated  and  communicated to the
Company's management,  including its principal executive officer or officers and
principal   financial  officer  or  officers,   or  persons  performing  similar
functions,   as  appropriate  to  allow  timely  decisions   regarding  required
disclosure.  The Company's Chief Executive  Officer and Chief Financial  Officer
have conducted an evaluation of the  effectiveness  of the Company's  disclosure
controls and  procedures  within 90 days of the filing of this report.  Based on
this evaluation,  the Chief Executive  Officer and Chief Financial  Officer have
concluded that the Company's disclosure controls and procedures are effective.

     There have been no significant  changes in the Company's  internal controls
or in other factors that could significantly affect these controls subsequent to
the evaluation referred to in the preceding paragraph,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



<PAGE>


                           FORWARD LOOKING STATEMENTS

     This  Quarterly  Report on Form 10-Q contains  statements  that  constitute
forward looking  statements.  Those  statements  appear in a number of places in
this  Quarterly  Report on Form 10-Q.  Examples  of  forward-looking  statements
include  statements  regarding,  among other  matters,  the Company's  strategic
review and  repositioning,  the Company's  acquisition  strategy,  the Company's
reorganization plans, the Company's  expectations regarding sales of products by
the North America  Pharmaceutical  segment,  expectations regarding research and
development costs and other factors affecting the Company's  financial condition
or results of  operations.  In some cases,  forward  looking  statements  may be
identified by terminology such as "may," "will,"  "intends,"  "should," "would,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  or  "continue"  or the  negative  of  those  terms  or  comparable
terminology.   Similarly,   statements   that  describe  the  Company's   plans,
strategies, intentions, expectations, objectives, goals or prospects are forward
looking.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

     The forward looking statements in this and other reports generally assume a
stable  economic  climate in the United States and other  countries in which the
Company operates and assumes that losses will not result from any risks to which
the Company is subject, including the following:

          the Company's  dependence on  foreign operations (which are subject to
          certain  risks  inherent  in  conducting   business  abroad, including
          possible   nationalization  or  expropriation,   restrictions  on  the
          exchange  of  currencies,  limitations  on  foreign  participation  in
          local  enterprises, health-care regulations, price controls, and other
          restrictive governmental conditions);

          the risk of  operations  in Russia  and Latin  America in light of the
          unstable   economic,  political   and  regulatory conditions  in  such
          regions;

          the risk of potential claims against certain of the Company's research
          compounds;

          the Company's ability to successfully develop and commercialize future
          products;

          the limited protection afforded by the patents relating to  ribavirin,
          and  possibly on  future  drugs, techniques, processes or products the
          Company may develop or acquire;

          the potential impact of the foreign currency translation and exchange;

          the Company's ability to continue its expansion plan and  to integrate
          successfully any acquired companies;

          costs of  defending  and  the  results of  lawsuits or the  outcome of
          investigations  pending  against the Company;

          the  Company's  potential  product liability  exposure and lack of any
          insurance coverage thereof;

          government regulation of the pharmaceutical industry (including review
          and approval for new pharmaceutical products by  the FDA in the United
          States and comparable agencies in other countries);

          business  trends within the  pharmaceutical  industry and in other
          segments of  the  healthcare  industry,  including  consolidations and
          mergers; and competition generally;

          the Company modifying or abandoning its restructuring plan in light of
          its   on-going  strategic review  and  the  successful   adoption  and
          execution of the Company's strategic repositioning;

          the fact that, beginning with the third quarter of 2002, Ribapharm was
          entitled  to receive  the payments by  Schering and Ribapharm does not
          expect to pay any dividends in the foreseeable future.

</TABLE>



<PAGE>



PART II - OTHER INFORMATION



Item 1.  LEGAL PROCEEDINGS

See Note 6 of Notes to Consolidated Condensed Financial Statements.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

          3.1     Amended and Restated Certificate of Incorporation of
                  Registrant, previously filed as Exhibit 3.1 to Registration
                  Statement 33-84534 on Form S-4, which is incorporated herein
                  by reference, as amended by the Certificate of Merger, dated
                  November 10, 1994, of ICN Pharmaceuticals, Inc., SPI
                  Pharmaceuticals, Inc. and Viratek, Inc. with and into ICN
                  Merger Corp. previously filed as Exhibit 4.1 to Registration
                  Statement No. 333-08179 on Form S-3, which is incorporated
                  herein by reference.

          3.2     Bylaws of the Registrant  previously  filed as Exhibit 3.2 to
                  Registration  Statement No. 33-84534 on Form S-4, which is
                  incorporated herein by reference.

         15.1     Review Report of Independent Accountants
         15.2     Awareness Letter of Independent Accountants



(b) Reports on Form 8-K

         During the quarter ended March 31, 2003, the following reports on Form
         8-K were filed by the Registrant:

         1. Current report on Form 8-K  dated January 22, 2003 (the  date of the
         earliest event reported), filed on January 28, 2003, for the purpose of
         reporting certain information, under Item 5.





<PAGE>



                                   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.
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                            ICN PHARMACEUTICALS, INC.
                                                      Registrant


Date: May 15, 2003                                    /s/   Robert W. O'Leary
                                                      --------------------------------------------------------
                                                      Robert W. O'Leary
                                                      Chairman of the Board and Chief Executive Officer



Date: May 15, 2003                                    /s/   Bary G. Bailey
                                                      --------------------------------------------------------
                                                      Bary G. Bailey
                                                      Executive Vice President and Chief Financial Officer
                                                        (principal financial and accounting officer)

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<PAGE>
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                                 CERTIFICATIONS

I, Robert W, O'Leary, certify that:

1.   I have  reviewed  this annual  report on Form 10-Q of ICN  Pharmaceuticals,
     Inc.

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this 3  annual  report,  fairly  present  in all
     material  respect the financial  condition,  results of operations and cash
     flows of the registrant as of,and for, the periods presented in this annual
     report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing  and  maintaining  4 disclosure  controls and  procedures  (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and we
     have:

     a) Designed  such  disclosure  controls  and  procedures  to   ensure  that
        material   information  relating  to a  the  registrant,  including  its
        consolidated subsidiaries,  is   made  known  to  us  by  others  within
        those  entities particularly  during  the  period  in which this  annual
        report is being prepared;

     b) Evaluated the  effectiveness of the registrant's disclosure controls and
        procedures  as of a date within 90 days prior to the filing date of this
        annual report (the "Evaluation Date"); and

     c) Presented in this annual report our conclusions  about the effectiveness
        of the disclosure controls and procedures  based on our evaluation as of
        the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  5 to the registrant's  auditors and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a) All  significant deficiencies in the  design  or operation  of  internal
        controls  which  could  adversely   affect  the  registrant's ability to
        record, process, summarize and report financial data and have identified
        for  the  registrant's  auditors  any  material  weaknesses in  internal
        controls, and

     b) Any fraud, whether or not material,  that involves  management  or other
        employees who  have a significant  role  in  the  registrant's  internal
        controls, and;

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 15, 2003

                                                     /s/    ROBERT W. O'LEARY
                                                     --------------------------------------------------------------
                                                     Robert W. O'Leary
                                                     Chairman of the Board and Chief Executive Officer
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<PAGE>


I, Bary Bailey, certify that:

1.   I have  reviewed  this annual  report on Form 10-Q of ICN  Pharmaceuticals,
     Inc.

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this 3  annual  report,  fairly  present  in all
     material  respect the financial  condition,  results of operations and cash
     flows of the registrant as of,and for, the periods presented in this annual
     report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing  and  maintaining  4 disclosure  controls and  procedures  (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and we
     have:

     a) Designed  such  disclosure  controls  and  procedures  to   ensure  that
        material   information  relating  to a  the  registrant,  including  its
        consolidated subsidiaries,  is   made  known  to  us  by  others  within
        those  entities particularly  during  the  period  in which this  annual
        report is being prepared;

     b) Evaluated the  effectiveness of the registrant's disclosure controls and
        procedures  as of a date within 90 days prior to the filing date of this
        annual report (the "Evaluation Date"); and

     c) Presented in this annual report our conclusions  about the effectiveness
        of the disclosure controls and procedures  based on our evaluation as of
        the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  5 to the registrant's  auditors and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a) All  significant deficiencies in the  design  or operation  of  internal
        controls  which  could  adversely   affect  the  registrant's ability to
        record, process, summarize and report financial data and have identified
        for  the  registrant's  auditors  any  material  weaknesses in  internal
        controls, and

     b) Any fraud, whether or not material,  that involves  management  or other
        employees who  have a significant  role  in  the  registrant's  internal
        controls, and;

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  May 15, 2003

                                                     /s/    BARY G. BAILEY
                                                     -------------------------------------------------------------
                                                     Bary G. Bailey
                                                     Executive Vice President and Chief Financial Officer
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<PAGE>



                                  EXHIBIT INDEX
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Exhibit                                                                                                         Page No
                                                                                                                -------

    3.1       Amended and Restated  Certificate of Incorporation of Registrant,  previously filed as
              Exhibit 3.1 to  Registration  Statement  33-84534 on Form S-4,  which is  incorporated
              herein by  reference,  as amended by the  Certificate  of Merger,  dated  November 10,
              1994, of ICN Pharmaceuticals,  Inc., SPI Pharmaceuticals,  Inc. and Viratek, Inc. with
              and into ICN Merger Corp.  previously  filed as Exhibit 4.1 to Registration  Statement
              No. 333-08179 on Form S-3, which is incorporated herein by reference.                               N/A

    3.2       Bylaws of the Registrant  previously  filed as Exhibit 3.2 to  Registration  Statement
              No. 33-84534 on Form S-4, which is incorporated herein by reference.                                N/A

   15.1       Review Report of Independent Accountants                                                            31

   15.2       Awareness Letter of Independent Accountants                                                         32


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<PAGE>


 Exhibit 15.1


                    REVIEW REPORT OF INDEPENDENT ACCOUNTANTS





To the Board of Directors and
Stockholders of ICN Pharmaceuticals, Inc.:

We have reviewed the accompanying  consolidated  condensed  balance sheet of ICN
Pharmaceuticals,  Inc. and its subsidiaries as of March 31, 2003 and the related
consolidated condensed statements of income, of comprehensive income and of cash
flows for each of the three-month  periods ended March 31, 2003 and 2002.  These
consolidated  condensed interim financial  statements are the  responsibility of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially less in scope than an audit conducted in accordance with generally
accepted  auditing  standards,  the  objective of which is the  expression of an
opinion regarding the financial statements taken as a whole. Accordingly,  we do
not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated condensed interim financial statements
for them to be in conformity with accounting  principles  generally  accepted in
the United States of America.

We previously audited in accordance with auditing  standards  generally accepted
in the United States of America,  the consolidated  balance sheet as of December
31, 2002, and the related  consolidated  statements of income,  of stockholders'
equity, and of cash flows for the year then ended (not presented herein), and in
our report dated March 6, 2003,  we expressed  an  unqualified  opinion on those
consolidated financial statements.  In our opinion, the information set forth in
the accompanying  consolidated  condensed balance sheet as of December 31, 2002,
is fairly  stated in all  material  respects  in  relation  to the  consolidated
balance sheet from which it has been derived.

/S/PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
Los Angeles, California
May 5, 2003





<PAGE>


Exhibit 15.2


                   AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS





May 15, 2003



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

     We are aware  that our  report  dated May 5, 2003 on our  review of interim
financial information of ICN Pharmaceuticals, Inc. (the "Company") as of and for
the period ended March 31, 2003 and included in the Company's  quarterly  report
on Form 10-Q for the quarter  then ended is  incorporated  by  reference  in its
Registration  Statements on Form S-8 (File Nos. 33-56971,  333-81383,  333-73098
and  333-85572)  and Form S-3 (File Nos.  333-10661,  333-67376,  333-88040  and
333-88042).

Very truly yours,

/S/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Los Angeles, California