MEDICIS PHARMACEUTICAL CORP
10-Q, 1998-05-13
PHARMACEUTICAL PREPARATIONS
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05/12/98  6:46 AM            1
<PAGE>   1
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                            FORM 10-Q

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

     For the quarterly period ended March 31, 1998

                               OR

[  ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

     or the transition period from ------------- to -------------

Commission file number       0-18443

               MEDICIS PHARMACEUTICAL CORPORATION
     (Exact name of Registrant as specified in its charter)
<TABLE>
<S>                                <C>

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

               4343 East Camelback Road, Suite 250
                       Phoenix, Arizona 85018-2700
            (Address of principal executive offices)
                         (602) 808-8800
                                
      (Registrant's telephone number, including area code)


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

                           YES  X   NO

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
                Class                    Outstanding at May 4, 1998
- -----------------------------------       ------------------------
<S>                                     <C>
Class A Common Stock $.014 Par Value            18,468,591
Class B Common Stock $.014 Par Value               281,974
</TABLE>
<PAGE>  2
               MEDICIS PHARMACEUTICAL CORPORATION

                        Table of Contents
<TABLE>
<CAPTION>
<S>    <C>     <C>  <C>                                                 <C>
PART I.FINANCIAL INFORMATION                                            Page

       Item 1--  Financial Statements
       
                   Condensed Consolidated Balance Sheets as of
                   March 31, 1998, and June 30, 1997                    3
       
                   Condensed Consolidated Statements of
                   Operations for the Three Months and Nine Months
                   Ended  March 31, 1998 and  1997                      5
       
                   Condensed Consolidated Statements of Cash
                   Flows for the Nine Months Ended
                   March  31, 1998 and  1997                            6
       
                   Notes to the Condensed Consolidated
                   Financial  Statements                                7

       Item 2 -- Management's  Discussion  and  Analysis   of
                   Financial Condition and Results of Operations       10



PART II.   OTHER INFORMATION

        Item  1 -- Legal Proceedings                                    23
        Item 6 --  Exhibits and Reports on Form  8-K                    23



SIGNATURES                                                              24

</TABLE>

<PAGE>    3
Part I.  Financial Information

Item 1.  Financial Statements


               MEDICIS PHARMACEUTICAL CORPORATION
                                
              CONDENSED CONSOLIDATED BALANCE SHEETS
                                
                             ASSETS
<TABLE>
<CAPTION>
                                       March 31, 1998  June 30, 1997
                                       --------------  -------------
<S>                                     <C>             <C>
Assets                                                 
 Current assets:                                       
  Cash and cash equivalents            $172,791,663     $ 33,623,397
  Short-term investments                 60,051,875       51,508,611
  Accounts receivable, net               16,450,999        6,352,840
  Inventories, net                        8,098,854        2,981,877
  Deferred tax assets                     7,332,972        6,257,000
  Other current assets                    4,292,213        2,818,505
                                       ------------     ------------
   Total current assets                 269,018,576      103,542,230
                                       ------------     ------------
                                                       
 Property and equipment:                               
  Furniture and equipment                 1,207,569          755,905
  Leasehold improvements                    376,449          170,000
  Less accumulated depreciation             375,905          213,764
                                       ------------     ------------
   Net property and equipment             1,208,113          712,141
                                       ------------     ------------
 Intangible assets:
  Intangible assets related to
    acquisitions                         70,779,520       36,999,644
  Other intangible assets                 4,792,514        1,608,762
  Less accumulated amortization           5,177,845        3,325,621
                                       ------------      -----------
   Net intangible assets                 70,394,189       35,282,785
                                       ------------      -----------    
 Other non-current assets                   602,907        1,000,000
                                       ------------      -----------
                                       $341,223,785     $140,537,156
                                       ============     ============
</TABLE>

The accompanying notes are an integral part of this statement.

 <PAGE>   4
               MEDICIS PHARMACEUTICAL CORPORATION
                                
              CONDENSED CONSOLIDATED BALANCE SHEETS
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                          March 31, 1998      June 30, 1997
<S>                                       --------------      -------------
                                         <C>                 <C>
Liabilities                                       
 Current liabilities:                             
  Accounts payable                         $  6,345,940       $   4,128,370
  Notes payable                                   5,415               5,245
  Accrued incentives                          1,513,667           1,671,103
  Accrued royalties                             783,362             712,432
  Accrued contract costs                          --                600,000
  Other accrued liabilities                   5,387,320           1,622,093
                                           ------------        ------------
   Total current liabilities                 14,035,704           8,739,243
                                           ------------        ------------
                                                  
 Long-term liabilities:                           
  Notes payable                                 105,920             111,335
  Other non-current liabilities                 159,120             121,761
  Deferred tax liabilities                   11,046,000                --
                                                  
Commitments and contingencies                     
                                                  
Stockholders' equity:                             
 Preferred stock, $0.01 par value                                           
   5,000,000 shares authorized;          
   no shares issued                               --                   --
 Class A common stock, $0.014                     
   par value, shares authorized:                       
   50,000,000; 18,458,007 and                      
   13,978,714 issued and outstanding
   at March 31, 1998 and at June 30,
   1997, respectively                           258,412             195,702
 Class B common stock, $0.014 par                                              
  value, 1,000,000 shares authorized;
  281,974 issued and outstanding at
  March 31, 1998 and at June 30, 1997             3,948               3,948
 Additional paid-in capital                 344,022,950         138,973,208
 Accumulated deficit                        (28,408,269)         (7,608,041)
                                           -------------       ------------
  Total stockholders' equity                315,877,041         131,564,817
                                           -------------       ------------
                                           $341,223,785        $140,537,156
                                           =============       =============
                                
</TABLE>
                                
The accompanying notes are an integral part of this statement.

<PAGE>    5
               MEDICIS PHARMACEUTICAL CORPORATION
                                
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                
                                          Three Months Ended          Nine Months Ended
                                              March 31,                   March 31,
                                         ---------------------       -----------------------
                                          1998          1997           1998          1997
                                         -------      --------       ---------     ---------
<S>                                    <C>          <C>            <C>            <C>
Net sales                               $22,526,851    $10,976,107   $53,365,759    $26,752,138
                                        -----------    -----------   -----------    -----------
                                                                      
Operating costs and expenses:
 Cost of product revenue                  3,991,792      2,477,062      9,541,034     6,684,535
 Selling, general and administrative      8,069,996      4,435,926     19,648,557    11,199,278
 Research and development                   874,483        360,166      2,337,139       972,998
 In-process research and development           --            --        35,400,000          --
 Depreciation and amortization              926,857        248,619      2,018,564       546,846
                                         ----------     ----------     ----------    ----------
   Operating costs and expenses          13,863,128      7,521,773     68,945,294    19,403,657
                                         ----------     ----------     ----------    ----------
Operating income (loss)                   8,663,723      3,454,334    (15,579,535)    7,348,481
                                                                      
Interest income                           1,898,225      1,242,190      4,025,190     2,677,090
Interest expense                             (3,313)        (2,844)       (18,202)      (19,312)
Income tax benefit (expense), net        (4,124,444)      (356,729)    (9,296,217)     1,185,873
                                         -----------      ---------    -----------    ----------
Net income (loss)                       $ 6,434,191     $ 4,336,951  $(20,868,764)   $11,192,132
                                         ===========      =========    ===========    ==========
                                                                      
Basic net income (loss) per                                                   
 common share                           $      0.38     $      0.31   $     (1.38)   $      0.87
                                         ===========      =========     ==========    ==========
Diluted net income (loss)                                                     
 per common share                       $      0.37     $      0.29    $    (1.38)   $      0.82
                                         ===========      ==========    ==========    ==========
Shares used in computing                                              
 basic net income (loss) per share       16,883,296      14,158,770     15,175,547    12,842,949
                                         ==========      ==========    ===========    ==========
Shares used in computing                                              
 diluted net income (loss) per share     17,553,701      14,943,698     15,175,547    13,641,818
                                         ==========      ==========     ==========    ==========
</TABLE>

<PAGE>    6
               MEDICIS PHARMACEUTICAL CORPORATION
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                Nine Months Ended
                                                                    March 31,
                                                             -------------------------
                                                                1998           1997
                                                             ----------     -----------
<S>                                                         <C>            <C>
Net income (loss)                                            $(20,868,764)   $ 11,192,132
Adjustments to reconcile net income (loss) to                     
 net cash provided by operating activities:                       
  In-process research and development                          35,400,000           --
  Depreciation and amortization                                 2,018,564         546,846
  Provision for doubtful accounts                                 750,000         255,000
  Deferred income tax expense (benefit)                         9,714,000      (2,000,000)
  Other non-cash expenses                                          56,500          58,500
  Accretion of discount of available-for-sale investments        (171,727)       (259,677)
  Gain on sale of available-for-sale investments                  (23,863)          --
  Change in operating assets and liabilities                      
   net of those acquired):
   Inventories                                                 (3,353,830)       (122,404)
   Accounts receivable                                         (9,093,939)     (3,770,841)
   Accounts payable                                               884,989         975,763
   Accrued salaries and wages                                        --          (204,750)
   Accrued incentives                                            (157,436)       (481,462)
   Accrued interest                                               (17,026)          --
   Other current liabilities                                   (5,880,795)        278,746
   Other current assets                                          (827,885)     (1,057,980)
                                                               -----------     ----------
   Net cash provided by operating activities                    8,428,788       5,409,873
                                                               -----------     -----------
Cash flows from investing activities:                             
 Purchase of property and equipment                              (612,312)       (117,086)
 Proceeds from sale of license agreement                        3,000,000           --
 Purchase of common stock of GenDerm, net of cash acquired    (57,982,386)          --
 Payment for intangible assets                                 (1,010,000)    (28,239,512)
 Payment of license agreement                                  (3,783,752)          --
 Decrease (increase) in other assets                              500,000       (1,500,000)
 Purchase of available-for-sale investments                   (80,800,841)     (56,270,461)
 Sale of available-for-sale investments                        49,021,703        7,185,861
 Maturity of available-for-sale investments                    23,500,000           --
                                                              -----------      -----------
   Net cash used in investing activities                      (68,167,588)     (78,941,198)
                                                              -----------      -----------
Cash flows from financing activities:                             
 Proceeds from the exercise of stock options                      803,520        3,308,843
 Payments of notes payable                                         (5,245)          (4,478)
 Increase (decrease) in other non-current liabilities              37,359          (23,909)
 Proceeds from common stock sale, net                         198,071,432       90,118,210
                                                              -----------      -----------
                                                                  
   Net cash provided by financing activities                  198,907,066       93,398,666
                                                              -----------      -----------
Net increase in cash and cash equivalents                     139,168,266       19,867,341
Cash and cash equivalents at beginning of period               33,623,397        7,956,050
                                                              -----------      -----------
Cash and cash equivalents at end of period                   $172,791,663      $27,823,391
                                                              ===========      ===========
Supplemental disclosures of cash flow information:                
 Cash paid during the period for:                                 
  Interest                                                   $     14,451        $  19,312
  Taxes                                                      $  1,595,824        $ 759,364

</TABLE>
 The accompanying notes are an integral part of this statement.
                                
<PAGE>    7
                                
               MEDICIS PHARMACEUTICAL CORPORATION

    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 1998


1.   ORGANIZATION AND BASIS OF PRESENTATION
     
     Medicis Pharmaceutical Corporation ("Medicis" or the
     "Company") is the leading independent pharmaceutical company
     in the United States focusing exclusively on the treatment
     of dermatological conditions.  The Company offers
     prescription, over-the-counter ("OTC"), and cosmetic
     dermatology products emphasizing the clinical effectiveness,
     quality, affordability and cosmetic elegance of its
     products.  Medicis has achieved a leading position in
     branded products for the treatment of acne, acne-related,
     and pruritic conditions and psoriatic conditions, while also
     offering the leading OTC fade cream product line in the
     United States.  The Company has built its business through
     successfully introducing prescription pharmaceuticals such
     as DYNACIN(R) and TRIAZ(R) products for the treatment of acne,
     LUSTRA(TM), for the treatment of dyschromia and other
     discolorations of the skin as well as the acquisition of the
     ESOTERICA(R) fade cream product line.  In addition, Medicis has
     acquired the rights to LIDEX(R) and SYNALAR(R) corticosteriod
     product lines from Syntex USA, Inc. and the entire product
     line from GenDerm Corporation ("GenDerm"), including ZOSTRIX(R)
     topical analgesics and NOVACET(R) acne rosacea treatments.

     The financial information is unaudited but reflects all
     adjustments, consisting only of normal recurring accruals,
     which are, in the opinion of the Company's management,
     necessary to a fair statement of the results for the interim
     periods presented.  Interim results are not necessarily
     indicative of results for a full year.  The financial
     statements should be read in conjunction with the Company's
     audited financial statements and notes thereto and
     Management's Discussion and Analysis of Financial Condition
     and Results of Operations relating thereto included in the
     Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1997.  Certain immaterial amounts on the face
     of the balance sheet have been reclassified to conform with
     the current period's presentation.

2.   EARNINGS PER SHARE

     In 1997, the Financial Accounting Standards Board issued
     Statement No. 128, "Earnings per Share," ("SFAS 128").  SFAS
     128 replaced the previously reported primary and fully
     diluted earnings per share with basic and diluted earnings
     per share.  Unlike primary earnings per share, basic
     earnings per share excludes any dilutive effects of options,
     warrants, and convertible securities.  Diluted earnings per
     share is very similar to the previously reported fully
     diluted earnings per share.  All earnings per share amounts
     for all periods have been presented, and where necessary,
     restated to conform to the SFAS 128 requirements and have
     been computed by using the weighted average number of
     shares.  The impact of SFAS 128 on the calculation of
     earnings per share for previously reported quarters is not
     expected to be material.

<PAGE>         8
                                
The following table sets forth all computation of basic and
diluted earnings per share:
<TABLE>
<CAPTION>

                                              Three Months Ended        Nine Months Ended
                                                   March 31,                March 31,
                                              ------------------        ------------------
                                              1998         1997         1998         1997
                                              -------     ------        -------    -------
                                                  (in thousands, except per share data)
   <S>                                       <C>         <C>           <C>         <C>
   Numerator:                                          
    Net income (loss)                         $ 6,434     $ 4,337       $ (20,869)   $11,192
                                              -------     -------       ---------    -------
   
   Denominator for basic earnings                                   
     per common share                          16,883      14,159          15,176     12,843
                                                       
   Effect of dilutive securities: 
     Stock options                                671         785              --       1,007
                                              --------    -------         --------    -------
   Denominator for diluted 
     earnings per share                        17,554      14,944          15,176      13,850   
                                              ========    =======         =========    =======
   Basic net income (loss) per                                    
     per common share                         $  0.38     $  0.31         $ (1.38)     $ 0.87
                                              ========    ========        ========     =======
   Diluted net income (loss)                                         
     per common share                         $  0.37     $  0.29         $ (1.38)     $ 0.81
                                              ========    ========        ========     =======
                                                  
 </TABLE>
     Options to purchase 135,050 and 122,050 shares of common
     stock at prices ranging from $45.44 to $54.00 and $45.50 to
     $54.00 per share were outstanding for the three and nine
     months ended March 31, 1998, respectively.  These were not
     included in the computation of diluted earnings per share
     because the option exercise price was greater than the
     average market price of the Company's common stock and,
     therefore, the effect would be anti-dilutive.

     Common stock equivalent shares for the computation of nine
     months diluted net loss per share were excluded as such
     additional shares are anti-dilutive.  For the 1998 nine
     months, absent the special charge for in-process research
     and development, basic and diluted net income per common
     share would have been $0.96 and $0.92 respectively.  The
     computation for the nine months diluted net income per
     common share of $0.92 includes an additional 694,000 common
     stock equivalent shares in the denominator for dilutive
     earnings per share.

3.   CONTINGENCIES

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

 <PAGE>        9
4.   INVENTORIES

     Although the Company utilizes third parties to manufacture
     and package inventories held for sale, the Company takes
     title to certain inventories and records the associated
     liability once inventories are manufactured.  Inventories
     are valued at the lower of cost or market as determined by
     net realizable value using the first-in-first-out method.
     Inventories, net of reserves, at March 31, 1998, and June
     30, 1997, consist of the following:
     
<TABLE>
<CAPTION>
                                           March 31, 1998       June 30, 1997
                                           --------------       -------------
          <S>                             <C>                  <C>
          Raw materials                    $1,113,321            $  557,520
          Finished goods                    6,985,533             2,424,357
                                           --------------        ------------
           Total inventories               $8,098,854            $2,981,877
                                           ==============        ============

</TABLE>

5.   INCOME TAXES

     Income taxes have been provided using the liability method
     in accordance with Statement of Financial Accounting
     Standards No. 109, "Accounting for Income Taxes."  The
     provision for income taxes (recorded at an effective rate of
     39% for the quarter and nine month periods ended March 31,
     1998 excluding in-process research and development which has
     no tax effect) reflects management's estimation of the
     effective tax rate expected to be applicable for the full
     fiscal year.  This estimate is reevaluated by management
     each quarter based on estimated tax expenses for the year.

     The income tax benefit recorded in the 1997 nine months is a
     result of management's reduction of the valuation allowance
     to an amount the Company believes appropriate.
     Accordingly, a credit to income tax benefit was reflected in
     the 1997 nine months.

     At September 30, 1997, the Company took advantage of
     additional tax deductions available relating to the exercise
     of non-qualified stock options and disqualified dispositions
     of incentive stock options.  Accordingly, the Company
     recorded a $5.9 million increase to stockholders' equity
     with a corresponding $0.7 million reduction to taxes payable
     and a $5.2 million increase to deferred tax assets.
     Quarterly adjustments for the exercise of non-qualified
     stock options and disqualified dispositions of incentive
     stock options may vary as they relate to the intentions of
     the option holder.  During the quarter ended March 31, 1998,
     the tax benefit associated with the exercise of such options
     was approximately $0.3 million.
     
<PAGE>   10

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

     The following discussion should be read in conjunction with
     the condensed consolidated financial statements and notes
     thereto contained herein, the Company's audited financial
     statements, notes thereto and Management's Discussion and
     Analysis of Financial Condition and Results of Operations
     relating thereto included in the Company's Annual Report on
     Form 10-K for the fiscal year ended June 30, 1997, and with
     the Company's Current Report on Form 8-K, and amendment
     thereto, relating to the Company's acquisition of the
     outstanding stock of GenDerm on December 3, 1997 (the "Form
     8-K/A").
     
     The Company's Form 10-Q contains certain "forward looking
     statements" within the meaning of the Private Securities
     Litigation Reform Act of 1995.  In addition, from time to
     time, the Company or its representatives have made or may
     make forward looking statements, orally or in writing.  Such
     forward looking statements involve known and unknown risks
     and uncertainties.  The Company's actual actions or results
     could differ materially from those anticipated and these
     forward looking statements as a result of certain factors
     including, but not limited to, those factors discussed in
     the documents filed by the Company with the Securities and
     Exchange Commission from time to time, including the
     Company's Registration Statement on Form S-3 and the
     Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1997.  The Company undertakes no obligation
     to update any forward looking statements.
     
     Overview
     
     Medicis was founded in 1987 to develop and market
     prescription and OTC products to treat dermatological
     conditions. Innovative Therapeutics, Inc. (the predecessor
     of the Company) was incorporated under the laws of the
     District of Columbia on July 1, 1987, subsequently changed
     its name to Medicis Corporation and was merged with and into
     Medicis Corporation, which was incorporated in July 29, 1988
     under the laws of Delaware, pursuant to an Agreement of
     Merger dated July 29, 1988. Medicis Corporation subsequently
     changed its name to Medicis Pharmaceutical Corporation.
     
     Medicis is the leading independent pharmaceutical company in
     the United States focusing exclusively on the treatment of
     dermatological conditions.  The Company offers prescription,
     OTC, and cosmetic dermatology products, emphasizing the
     clinical effectiveness, quality, affordability and cosmetic
     elegance of its products.  Medicis has achieved a leading
     position in branded products for the treatment of acne, acne-
     related conditions, psoriatic conditions, and anti-pruritic
     conditions, while also offering the leading OTC fade cream
     product line in the United States.  The Company has built
     its business through successfully introducing prescription
     pharmaceuticals such as DYNACIN(R) and TRIAZ(R) products for the
     treatment of acne, LUSTRA(TM) for dyschromia and other
     discolorations of the skin, as well as marketing OTC
     products such as the ESOTERICA(R) fade cream product line.  In
     addition, Medicis has acquired rights to LIDEX(R) and SYNALAR(R)
     
     <PAGE>    11
     
     corticosteroid product lines in the United States and Canada
     from Syntex and the entire product line from GenDerm,
     including ZOSTRIX(R) topical analgesics and NOVACET(R) acne
     rosacea treatments.
     
     Prescription pharmaceuticals accounted for 86.5%, 83.2% and
     70.6% of net sales in the fiscal years ending June 30, 1997
     ("fiscal 1997"), fiscal 1996 and 1995, respectively and for
     67.7% and 77.0% in the third quarter and nine months ended
     March 31, 1998.  Although DYNACIN(R) products accounted for a
     majority of the Company's total sales in fiscal 1997, 1996
     and 1995, the Company believes it will no longer derive the
     majority of its net sales from DYNACIN(R) in the future.  As a
     result of the GenDerm acquisition, OTC products will account
     for a greater percentage of the Company's total sales with
     minimal impact on the Company's gross profit margins.
     
     The Company derives a majority of its revenue from sales of
     DYNACIN(R), LIDEX(R) and TRIAZ(R) products and the newly acquired
     line of ZOSTRIX(R) products (the "Key Products").  The Company
     believes that sales of the Key Products will constitute the
     majority of net sales for the foreseeable future.
     Accordingly, any factor adversely affecting the sale of the
     Key Products individually or collectively would have a
     material adverse effect on the Company's business, financial
     condition and results of operations.  Each of the Key
     Products could be rendered obsolete or uneconomical by
     regulatory or competitive changes.  The sale of Key Products
     could also be affected adversely by other factors, including
     manufacturing or supply interruptions, the development of
     new competitive pharmaceuticals to treat the conditions
     addressed by the Key Products, technological advances,
     factors affecting the cost of production, marketing or
     pricing actions by one or more of the Company's competitors,
     changes in the prescribing practices of dermatologists,
     changes in the reimbursement policies of third-party payors,
     product liability claims or other factors.
     
     The Company's results of operations may vary from period to
     period due to a variety of factors, including expenditures
     incurred to acquire, license and promote pharmaceuticals,
     expenditures and timing relating to acquisition and
     integration of businesses, changes in prescribing practices
     of dermatologists, the introduction of new products by the
     Company or its competitors, cost increases from third-party
     manufacturers, supply interruptions, the availability and
     cost of raw  materials, the mix of products sold by the
     Company, changes in marketing and sales expenditures, market
     acceptance of the Company's products, competitive pricing
     pressures, and general economic and industry conditions that
     affect customer demand, and the Company's level of research
     and development activities.  In addition, the Company's
     business has historically been subject to seasonal
     fluctuations, with lower sales generally being experienced
     in the first quarter of each fiscal year.  As a result of
     customer buying patterns, a substantial portion of the
     Company's revenues has been in the last month of each
     quarter.  The Company schedules its inventory purchases to
     meet anticipated customer demand.  As a result, relatively
     small delays in the receipt of manufactured products by the
     Company could result in revenues being deferred or lost.
     The Company's operating expenses are based on anticipated
     sales levels, and a high percentage of the Company's
     expenses are relatively fixed in the short term.
     Consequently, variations in the timing of recognition of
     revenue  could cause significant fluctuations in operating
     results from period to period and may result in unanticipated

     <PAGE>    12

     periodic earnings shortfalls or losses.  There can be no assurance
     that the Company will maintain or increase revenues or profitability
     or avoid losses in any future period.
     
     The Company's strategy for growth is substantially dependent
     upon its continued ability to acquire products targeted at
     the dermatology market.  The Company engages in limited
     proprietary research and development of new products and
     must rely upon the willingness of other companies to sell or
     license product lines or technologies.  Other companies,
     including those with substantially greater financial,
     marketing and sales resources, compete with the Company to
     acquire such products.  There can be no assurance that the
     Company will be able to acquire rights to additional
     products on acceptable terms, or at all.  The failure of the
     Company to acquire additional products or successfully
     introduce new products could have a material adverse effect
     on the Company's business, financial condition and results
     of operations.  Further, any new internally developed or
     acquired products may have different distribution channels,
     pricing resources and levels and competition than the
     Company's current products.  Consequently, there can be no
     assurance that the Company will be able to compete favorably
     and attain market acceptance in any new product category or
     successfully integrate any acquired products or businesses.
     In addition, any such products may require the Company to
     significantly increase its sales force and incur
     commensurate expense levels in anticipation of a new product
     introduction.  Failure of the Company to successfully
     introduce and market new products, whether internally
     developed or acquired from third parties, would have a
     material adverse effect on the Company's business, financial
     condition and results of operations.
     
     The Company has recently experienced a period of significant
     expansion of its operations that has placed a significant
     strain upon its management system and resources.  The
     Company's ability to compete effectively and to manage
     future growth, if any, will require the Company to continue
     to improve its financial and management controls, reporting
     systems and procedures on a timely basis and expand, train
     and manage an increasing number of employees.  The Company's
     failure to do so would have a material adverse effect upon
     the Company's business, financial condition and results of
     operations.  The Company's business strategy includes
     potential acquisitions of products and businesses and
     introductions of new products.  The Company anticipates that
     the integration of additional new businesses or potential
     products, if any, would require significant expense and
     management time and attention. Failure to manage such change
     effectively would have a material adverse effect on the
     Company's business, financial condition and results of
     operations.
     
     The Company recognizes revenues from sales upon shipment to
     its customers. At the time of sale, the Company records
     reserves for returns based on estimates using historical
     experience. Sales are reported net of actual and estimated
     product returns and net of pricing adjustments and/or
     discounts.  The Company applies royalty obligations to the
     cost of sales in the period the corresponding sales are
     recognized.

     <PAGE>    13

     Medicis' customers include the nation's leading wholesale
     pharmaceutical distributors, such as McKesson Drug Company
     ("McKesson"), Bergen Brunswig Drug Company ("Bergen
     Brunswig"), Cardinal Health, Inc. ("Cardinal), and major
     drug chains. In the fiscal year ended June 30, 1997,
     McKesson, Cardinal and Bergen Brunswig accounted for 20.6%,
     16.3% and 10.9%, respectively, of the Company's sales.  In
     the fiscal year ended June 30, 1996, McKesson, Bergen
     Brunswig and Cardinal accounted for 15.5%, 12.2% and 11.8%,
     respectively, of the Company's sales. The loss of, or
     deterioration in, any of these customer accounts could have
     a material adverse effect upon the Company's business,
     financial condition or results and operations.
     
     To enable Medicis to focus on its core marketing and sales
     activities, the Company selectively out-sources certain non-
     sales and non-marketing functions, such as laboratory
     research, manufacturing and warehousing. As the Company
     expands its activities in these areas, additional financial
     resources are expected to be utilized.  The Company
     typically does not enter into long-term manufacturing
     contracts with third-party manufacturers. Whether or not
     such contracts exist, there can be no assurance that the
     Company will be able to obtain adequate supplies of such
     products in a timely fashion, or at all.
     
     The Company may increase total expenditures for research and
     development and expects that research and development
     expenditures as a percentage of net sales will fluctuate
     from period to period.  Actual expenditures will depend on a
     variety of factors, including the Company's financial
     condition, as well as the results of clinical testing,
     delays or changes in government-required testing and
     approval procedures, technological and competitive
     developments and strategic marketing decisions.  There can
     be no assurance that any product or technology under
     development will result in the successful introduction of
     any new product.
     
     The Company is reviewing the areas within its business and
     operations which could be adversely affected by Year 2000
     issues and evaluating the costs associated with modifying
     and testing its systems for the Year 2000.  Although the
     Company is not yet able to estimate its incremental cost for
     Year 2000 issues, based on its preliminary review to date,
     the Company does not believe Year 2000 issues will have a
     material adverse effect on the Company's business, financial
     condition or results of operations.  The Company will also
     work with third parties to ensure that those parties have
     appropriate plans to remediate Year 2000 issues where their
     systems interfere with the Company's system, or otherwise
     impact its operations.  The assessment and necessary
     modifications for the Year 2000 issue is estimated to be
     completed in early 1999.
     
     Recent Events
     
     In December 1997, the Company acquired 100% of the common
     stock of GenDerm for approximately $60.0 million and the
     Company could pay an additional sum not to exceed $20.0
     million if sales of GenDerm products, as defined in the
     acquisition agreement, are in excess of $31.0 million during
     calendar 1999 and certain other conditions are met ("GenDerm

     <PAGE>    14

     Earnout Amount").  Products acquired in the transaction
     include, among others, the prescription brands NOVACET(R) and
     ZONALON(R), as well as the OTC brands ZOSTRIX(R), OCCLUSAL(R)-HP,
     PENTRAX(R), and SALAC(R).  Prior to the acquisition, the Company
     did not market any products in the topical acne rosacea
     treatment, anti-itch medication, analgesic or wart treatment
     markets, and the Company has no experience marketing such
     products.  Successful integration of these products by the
     Company is important to maintaining growth of sales of these
     products.  The historical net sales of GenDerm, prior to its
     acquisition by Medicis, are based upon GenDerm's sales
     practices which the Company believes may have included
     discounts and sales incentives to increase GenDerm's sales
     above historic consumption levels.  Due to these selling
     practices, there can be no assurance that the Company can
     attain similar sales levels of the GenDerm products.
     
     The acquisition involves a number of risks that could
     adversely affect the Company's operating results, including
     the assumption of liabilities and obligations of GenDerm,
     including the liabilities and obligations which may not have
     been adequately disclosed to the Company, the diversion of
     management's attention, the assimilation of the acquired
     operations into the Company's business and the valuation of
     acquired intangible assets.  The agreement governing the
     terms of the acquisition limits the Company's remedies for
     any losses incurred by the Company in connection with the
     acquisition to the indemnification rights specifically
     provided to the Company under the agreement governing the
     acquisition.  The indemnification rights are limited to a
     maximum of $11.0 million, subject to certain adjustments,
     together with the GenDerm Earnout Amount (and any interest
     thereon).  Any claims for indemnification must be made prior
     to August 1, 2000 in accordance with the terms of the
     agreement governing the acquisition.  There can be no
     assurance that the acquisition of GenDerm by the Company
     will not materially and adversely affect the Company or that
     such acquisition will enhance the Company's business.
     
     In February 1998, the Company completed a public offering
     for 4,000,000 primary shares of the Company's Class A Common
     Stock at a price of $48.25 per share.  The underwriters also
     exercised the over allotment option of 340,000 primary
     shares at a price of $48.25 per share.  Gross proceeds from
     the offering before related expenses totaled $209,405,000.
     The Company intends to use some of the proceeds of this
     offering for the licensing and acquisition of formulations,
     technologies, products or businesses that would complement
     or expand the Company's business and for marketing expenses
     associated with new product introductions.  The Company
     intends to use the balance of the net proceeds of this
     offering for the expansion of its marketing and sales
     capabilities, to continue research and development of its
     pharmaceutical products and for other general corporate
     purposes. The Company can give no assurance that its
     research and development will provide technologies or
     products that will be patentable, commercially feasible or
     acceptable to government agencies whose approval is
     necessary.  In the normal course of business, the Company
     evaluates the licensing or acquisition of formulations,
     technologies, products or businesses that could complement
     or expand the Company's business operations, and the Company
     has in place several license agreements pertaining to
     potential new products currently under evalution and development.

     <PAGE>    15

     Other than these existing license agreements, the Company
     has no present agreements to acquire formulations, technologies,
     products or businesses.  There can be no assurance that any future
     licensing or acquisition of formulations, technologies, products or
     businesses will be completed or, if completed, that the
     Company will realize the same level of historical sales
     achieved by a licensor or a seller or that such transaction
     will prove successful for the Company.
     
     While the Company presently intends to use the proceeds of
     this offering as described in this section, the management
     of the Company has broad discretion to determine the
     application and allocation of the net proceeds of this
     offering in order to address circumstances and
     opportunities.  As a result, the success of the Company will
     be affected by the discretion and judgment of the management
     of the Company with respect to the application and
     allocation of the net proceeds of this offering.  Pending
     use of such proceeds, the net proceeds of this offering will
     be invested by the Company in short-term, interest-bearing,
     investment-grade marketable securities.
     
     Results of Operations
     
     The following discussion and analysis should be read in
     conjunction with the Company's Annual Report on Form 10-K
     for the fiscal year ended June 30, 1997 and the Company's
     Quarterly Report on Form 10-Q for the nine months ended
     March 31, 1998 and the Company's Form 8-K/A.  The following
     table sets forth certain data as a percentage of net sales
     for the periods indicated.

<TABLE>
<CAPTION>
                                      Three Months Ended       Nine Months Ended
                                           March 31,                March 31,
                                    -----------------------    ---------------------
                                    1998      1997     1996    1998     1997    1996
                                   ------    -----    -----    -----    -----  -----
   <S>                            <C>      <C>      <C>       <C>      <C>    <C>
    Net sales                      100.0%   100.0%   100.0%    100.0%   100.0%  100.0%
    Gross profit                    82.3     77.4     71.8      82.1     75.0    71.9
    In-process research and                                      
      development                    --       --       --       66.3      --       --
    Operating expenses(1)           43.8     45.9     47.0      45.0     47.5    50.5
    Operating income (loss)         38.5     31.5     24.8     (29.2)    27.5    21.4
    Net interest income (expense)    8.4     11.3      0.4       7.5      9.9     0.1
    Income tax benefit (expense)   (18.3)    (3.3)   ( 0.1)    (17.4)     4.4    (0.4)
                                   ------   ------   ------    ------   ------  ------
    Net income (loss)               28.6%    39.5%    25.1%    (39.1)%   41.8%   21.1%
                                   ======   ======   ======    =======  ======   =====
 </TABLE>
         (1) Excludes in-process research and development.

     
     Three Months Ended March 31, 1998 Compared to the Three
     Months Ended March 31, 1997
     
     Net Sales
     
     Net sales for the three months ended March 31, 1998 (the
     "third quarter of fiscal 1998") increased 105.2%, or $11.6
     million, to $22.5 million from $11.0 million for the three
     months ended March 31, 1997 (the "third quarter of fiscal 1997").

     <PAGE>         16

     The Company's net sales increased in the third quarter of fiscal 1998
     primarily as a result of the GenDerm products which were
     acquired in December 1997.  The third quarter of fiscal 1997
     did not include sales of the GenDerm brands.   The Company's
     net sales also increased as a result of both unit and dollar
     sales growth of the Company's prescription products which
     includes sales associated with LUSTRA(TM), an internally
     developed, prescription product for the treatment of
     dyschromia and discolorations of the skin, which was
     introduced by the Company in the third quarter of fiscal
     1998. The Company's prescription products accounted for
     67.6% of net sales in the third quarter of fiscal 1998 and
     87.9% in the third quarter of fiscal 1997.  The OTC and
     doctor dispensed products accounted for 32.4% of net sales
     in the third quarter of fiscal 1998 and 12.1% in the third
     quarter of fiscal 1997.  The impact of the GenDerm
     acquisition in December 1997 has increased the OTC
     contribution as a percentage of total sales of the Company
     with minimal impact on current gross profit margins.
     
     Gross Profit
     
     Gross profit in the third quarter of fiscal 1998 increased
     118.1%, or $10.0 million, to $18.5 million from $8.5 million
     in the third quarter of fiscal 1997.  As a percentage of net
     sales, gross profit increased 4.9 percentage points to 82.3%
     in the third quarter of fiscal 1998 from 77.4% in the third
     quarter of fiscal 1997, primarily as a result of increased
     sales in the Company's higher margin products, LIDEX(R),
     SYNALAR(R), and TRIAZ(R). The impact of the GenDerm brands on
     corporate gross profit margins as a percentage of net sales
     has been minimal.
     
     Selling, General and Administrative Expenses
     
     Selling, general and administrative expenses in the third
     quarter of fiscal 1998 increased 81.6%, or $3.7 million, to
     $8.1 million from $4.4 million in the third quarter of
     fiscal 1997, primarily due to expenses associated with the
     promoting and administration of the Company's existing
     products, the sampling and advertising associated with the
     GenDerm brands and the introduction of LUSTRA(TM) which was
     introduced in the third quarter of fiscal 1998.
     
     Additionally, selling, general and administrative costs also
     increased due an increase in variable costs commensurate
     with increased sales volume, personnel costs attributable to
     the hiring of additional full-time equivalent employees,
     primarily in sales functions, and cost-of-living salary
     adjustments. Selling, general and administrative costs, as a
     percentage of sales, decreased 4.6% in the third quarter of
     fiscal 1998 relative to the third quarter of fiscal 1997.

     <PAGE>         17

     Research and Development Expenses
     
     Research and development expenses in the third quarter of
     fiscal 1998 increased 142.8%, or approximately $514,000, to
     approximately $874,000 from approximately $360,000 in the
     third quarter of fiscal 1997, primarily due to expansion of
     research and development activities of new projects and an
     increase in expenses associated with the clinical support of
     the Company's existing products.
     
     Depreciation and Amortization Expenses
     
     Depreciation and amortization expenses in the third quarter
     of fiscal 1998 increased 272.8%, or $678,000, to $927,000
     from $249,000 in the third quarter of fiscal 1997.  The
     increase is primarily due to amortization of the intangible
     assets associated with the Company's acquisition of GenDerm
     Corporation in December 1997 as well as amortization of the
     purchase price of the LIDEX(R) and SYNALAR(R) products acquired
     in February 1997.
     
     Operating Income
     
     Operating income in the third quarter of fiscal 1998
     increased 150.8%, or $5.2 million, to $8.7 million from $3.5
     million in the third quarter of fiscal 1997.  This
     represents a 7.0 percentage point increase over the third
     quarter of fiscal 1997.  This increase is the result of
     higher sales volume, coupled with an 4.9% increase in the
     Company's gross profit as a percentage of net sales and a
     4.7% decrease in selling, general and administrative cost as
     a percentage of sales offset by an increase in research and
     development expenses as a percentage of net sales.
     
     Interest Income (Expense)
     
     Interest income in the third quarter of fiscal 1998
     increased to $1.9 million from approximately $1.2 million in
     the third quarter of fiscal 1997, primarily due to higher
     cash and short-term investment balance in the third quarter
     of fiscal 1998.  The higher cash and short-term investment
     balance is attributable to the Company's public offering in
     February 1998, which raised approximately $209.4 million
     before related expenses.
     
     Income Tax Benefit (Expense)
     
     Income tax expense in the third quarter of fiscal 1998
     increased $3.8 million to $4.1 million from $.3 million in
     the third quarter of fiscal 1997.  The provision for income
     taxes recorded for the third quarter of fiscal 1998 reflects
     management's estimate of the effective tax rate expected to
     be applicable for the full fiscal year.  This estimate is re-
     evaluated by management each quarter based on forecasts of
     income before taxes for the year.  The Company's tax
     provision is recorded at an effective tax rate of 39% for
     the third quarter of fiscal 1998.  The Company's tax
     provision for the third quarter of fiscal 1997 was recorded
     at 8%.
     
     <PAGE>         18

     Net Income
     
     Net income in the third quarter of fiscal 1998 increased
     approximately 48.4%, or $2.1 million to $6.4 million from
     $4.3 million in net income in the third quarter of fiscal
     1997. The increase is a result of an increase in sales
     volume, an increase in gross profit as a percentage of net
     sales, and a decrease in selling, general and administrative
     costs as a percentage of sales.
     
     
     Nine Months Ended March 31, 1998 Compared to the Nine Months
     Ended March 31, 1997
     
     Net Sales
     
     Net sales for the nine months ended March 31, 1998 (the
     "1998 nine months") increased 99.5% or $26.6 million, to
     $53.4 million from $26.8 million for the nine months ended
     March 31, 1997 (the "1997 nine months"), primarily as a
     result of an increase in unit and dollar sales of the
     Company's prescription products.  The 1998 nine months
     includes product sales from acquisitions in February 1997 of
     the LIDEX(R) and SYNALAR(R) brands and in December 1997 of the
     GenDerm brands.  The 1997 nine months did not include sales
     of the GenDerm brands and includes approximately one month
     of LIDEX(R) and SYNALAR(R).  The Company's prescription products
     accounted for 77.0% of net sales in the 1998 nine months as
     compared to 86.2% of net sales in the 1997 nine months.  The
     OTC and cosmetic products accounted for 23.0% of net sales
     in the 1998 nine months as compared to 13.8% of net sales
     for the 1997 nine months.  The Company believes that as a
     result of the GenDerm acquisition, OTC products will account
     for a greater percentage of the Company's total sales in
     future quarters with minimal impact on current gross profit
     margins.  The Company has in the past and anticipates it
     will in the future continue to invest a majority of its
     marketing funds in the Company's prescription products.
     
     Gross Profit
     
     Gross profit in the 1998 nine months increased 118.4%, or
     $23.8 million, to $43.8 million from $20.1 million in the
     1997 nine months.  As a percentage of net sales, gross
     profit increased 7.1 percentage points to 82.1% in the 1998
     nine months from 75.0% in the 1997 nine months, primarily
     attributable to sales associated with the Company's higher
     margin products, LIDEX(R), SYNALAR(R) and TRIAZ(R).  The Company
     believes the incremental impact of the GenDerm products on
     the Company's gross profit margins as a percentage of net
     sales to be minimal.
     
     Selling, General and Administrative Expenses
     
     Selling, general and administrative expenses in the 1998
     nine months increased 75.4%, or $8.4 million, to $19.6
     million from $11.2 million in the 1997 nine months.  The
     increase is primarily due to selling, general and
     administrative costs due to the expenses associated with
     sampling, advertising and administration of the GenDerm
     brands, the introduction of

     <PAGE>         19

     two new products, BETA-LIFTX(R) and AFIRM(TM), and the sampling
     and advertising of the Company's existing products.
     
     Additionally, selling, general and administration costs
     increased due to an increase in variable costs commensurate
     with increased sales volume, personnel costs attributable to
     a rise in full-time equivalent employees, and cost-of-living
     salary adjustments. Selling, general and administrative
     costs, as a percentage of sales, have decreased 5.0% in the
     1998 nine months compared to the 1997 nine months.
     
     Research and Development Expenses
     
     Research and development expenses in the 1998 nine months
     increased 140.2% or $1.4 million to approximately $2.3
     million, from $0.9 million in the 1997 nine months primarily
     due to expansion of new product research and development
     activities and an increase in costs associated with the
     expanded clinical support of the Company's existing
     products.
     
     In-Process Research and Development
     
     The Company recorded $35.4 million as in-process research
     and development during the second quarter of fiscal 1998 as
     part of the allocated purchase price of GenDerm.  The amount
     allocated to in-process research and development was based
     on an independent appraisal of GenDerm's completed and in-
     process technologies.  The in-process research and
     development of $35.4 million will be charged to operations
     as required under generally accepted accounting principles
     with the recording of the purchase price allocation.  No
     such amount was recorded in the 1997 nine months.
     
     Operating Income
     
     Operating income in the 1998 nine months decreased 312.0%,
     or $22.9 million to a $15.6 million operating loss from $7.3
     million in income in the 1997 nine months.  This decrease is
     the result of in-process research and development relating
     to the Company's purchase of GenDerm Corporation in December
     1997.  Absent this one-time charge, operating income in 1998
     nine months increased 169.7%, or $12.5 million, to $19.8
     million from $7.3 million in the 1997 nine months as a
     result of higher sales volume, coupled with an 7.1% increase
     in the Company's gross profit as a percentage of net sales
     and a decrease of 5.0% in selling, general and
     administrative cost as a percentage of sales offset by an
     increase in research and development as a percentage of net
     sales.
     
     Interest Income (Expense)
     
     Interest income in the 1998 nine months increased to $4.0
     million from approximately $2.7 million in the 1997 nine
     months, primarily due to higher cash and short-term
     investment balance in the 1998 nine months.  The higher cash
     and short-term investment balance is attributable to the
     Company's public offering in January 1998 which raised
     approximately $209.4 million before related expenses.

     <PAGE>         20

     Income Tax Benefit (Expense)
     
     Income tax expense in the 1998 nine months increased $10.5
     million to an expense of $9.3 million from a benefit of $1.2
     million in the 1997 nine months.    The provision for income
     taxes recorded for the third quarter of fiscal 1998 reflects
     management's estimate of the effective tax rate expected to
     be applicable for the full fiscal year.  This estimate is
     reevaluated by management each quarter based on forecasts of
     income before taxes for the year.  The Company's tax
     provision is recorded at an effective tax rate of 39% for
     the 1998 nine months.  No income tax benefit is associated
     with the charge for in-process research and development.
     The income tax benefit recorded in the 1997 nine months is a
     result of management reducing the valuation allowance to an
     amount the Company believes appropriate.  Accordingly, a
     credit to income tax benefit of $2.0 million was reflected
     in the first quarter of fiscal 1997.
     
     Net Income
     
     Net income in the 1998 nine months decreased approximately
     286.5%, or $32.1 million to a $20.9 million net loss from
     $11.2 million in net income in the 1997 nine months.  This
     decrease is the result of a special charge for in-process
     research and development relating to the Company's purchase
     of GenDerm Corporation in December 1997.  Absent this one-
     time charge, net income in the 1998 nine months increased
     29.8%, or $3.3 million, to $14.5 million from $11.2 million
     in the 1997 nine months as a result of an increase in sales
     volume, an increase in gross profit as a percentage of net
     sales, and a decrease in selling, general and administrative
     costs as a percentage of sales and an increase in interest
     income offset by an increase in research and development
     expenses as a percentage of net sales.
     
     Liquidity and Capital Resources
     
     At March 31, 1998 and June 30, 1997, the Company had cash
     equivalents and short-term investments of approximately
     $232.8 million and $85.1 million, respectively.  The
     Company's working capital was $255.0 million and $94.8
     million at March 31, 1998 and June 30, 1997, respectively.
     The increase in working capital is primarily attributable to
     the Company's public offering in January 1998 of
     approximately $209.4 million before related expenses and the
     Company's cash flow from operations of approximately $8.4
     million, offset by the cash and short-term investments used
     to purchase 100% of the outstanding common stock of GenDerm
     in December 1997.
     
     At March 31, 1998 and June 30, 1997, the Company had
     accounts receivable of $16.5 million and $6.4 million
     respectively.  The increase in the Company's accounts
     receivable balances is primarily related to a 56.4% increase
     in sales volume in the third quarter of fiscal 1998 as
     compared to the quarter ended June 30, 1997.

     <PAGE>         21

     At March 31, 1998 and June 30, 1997, the Company had
     inventories of $8.1 million and $3.0 million, respectively.
     The increase in the Company's inventory balances is
     primarily related to an increase in the number of stock
     keeping units acquired and inventory purchase commitments
     assumed in the GenDerm acquisition. The Company is required
     to hold raw materials and finished goods for each stock
     keeping unit.  Historically, GenDerm held a greater level of
     inventory balances than the Company traditionally maintains.
     The Company will maintain these inventories at levels
     consistent with other Medicis products.
     
     At March 31, 1998 and June 30, 1997, the Company had current
     liabilities of $14.0 million and $8.7 million, respectively.
     The increase is primarily due to the consolidation of
     GenDerm's liabilities into the Company's balance sheet.
     
     In the 1998 nine months, the Company increased its cash
     position primarily through a public offering yielding $209.4
     million before related expenses, through $8.4 million cash
     provided by operations and $0.8 million generated from the
     exercise of stock options offset by the acquisition of
     GenDerm which the Company paid approximately $60.0 million
     in cash. In February 1997, the Company paid $28.0 million
     for the purchase of the LIDEX(R) and SYNALAR(R) products.
     
     In November 1996, the Company increased its credit facility
     obtained in May 1996 with Norwest Bank Arizona, N.A.
     ("Norwest")  from $5 million to $25 million (the "Credit
     Facility").  The Credit Facility expires in November 1998.
     The Credit Facility is secured by principal assets of the
     Company. The Company is required to comply with certain
     covenants and restrictions, including covenants relating to
     the Company's financial condition and results of operations.
     Although the Company has yet to draw down on the Credit
     Facility, the lack of availability of loans or the
     requirement to make early repayment of loans or the
     inability of the Company to renew the Credit Facility could
     have a material adverse effect on the Company, depending on
     its liquidity and working capital at such time.
     
     In February 1997, the Company acquired the intellectual
     property rights, know-how and all finished goods inventory
     specifically associated with Syntex's topical corticosteroid
     dermatology products (the "Purchased Products") in the
     United States and Canada from Syntex and its parent company,
     F. Hoffman-LaRoche, Ltd.  The Company, using cash reserves,
     paid $28.0 million, and will pay an additional $3.0 million
     in $1.0 million installments on the anniversary of the
     purchase each year over the next three years if certain
     market conditions are met.  In February 1998, the Company
     made the first of three $1.0 million installments.  Medicis'
     acquisition of the Purchased Products included the
     prescription topical steroid brands LIDEX(R) and SYNALAR(R).
     Prior to the acquisition, the Company did not market any
     products in this category of dermatological care.
     
     In June 1997, the Company entered into a product development
     and distribution agreement with an unrelated third party
     whereby the Company will pay certain costs with respect to
     certain product approvals estimated to be in excess of $1.0
     million for fiscal 1999.

     <PAGE>    22

     In accordance with various manufacturing agreements, the
     Company is required to provide manufacturers with pro forma
     estimated production requirements by product and in
     accordance with minimum production runs.  From time to time,
     the Company may not take possession of all merchandise which
     has been produced by the manufacturer. However, the Company
     records its obligation to the manufacturer at the time
     finished inventory is produced.
     
     Inflation did not have a significant impact upon the results
     of the Company during the 1998 nine months, fiscal 1997,
     1996 or 1995.

     Impact of Recently Issued Accounting Standards

     In June 1997, the FASB issued SFAS No. 130, "Reporting
     Comprehensive Income."  This Statement established standards
     for reporting and display of comprehensive income and its
     components (revenues, expenses, gains and losses) in a full
     set of general-purpose financial statements.  This Statement
     is effective for fiscal years beginning after December 15,
     1997.  Reclassification of financial statements for earlier
     periods provided for comparative purposes is required.  This
     Statement, requiring only additional informational
     disclosures is effective for the Company's fiscal year
     ending June 30, 1999.

     In June 1997, the FASB issued SPAS No. 131, "Disclosures
     About Segments Of An Enterprise and Related Information."
     This Statement established standards for the way that public
     business enterprises report information about operating
     segments in annual financial statements and requires that
     enterprises report selected information about operating
     segments in interim financial reports issued to
     stockholders.  This Statement is effective for fiscal years
     beginning after December 15, 1997.  In the initial year of
     application, comparative information for earlier years is to
     be restated.  This Statement, requiring only additional
     informational disclosures, is effective for the Company's
     fiscal year ending June 30, 1999.

Part II.  Other Information

Item 1.  Legal Proceedings.

     The Company and certain of its subsidiaries are parties to
     actions and proceedings incident to their business,
     including certain litigation assumed in connection with the
     GenDerm acquisition.  The Company believes liability in the
     event of final adverse determinations in any of these
     matters is either covered by the indemnification provided to
     the Company under the GenDerm acquisition agreement,
     insurance and/or established reserves, or will not, in the
     aggregate, have a material adverse effect on the business,
     financial position or results of operations of the Company.
     There can be no assurance that an adverse determination on
     any action or proceeding will not have a material adverse
     effect on the business, financial condition and results of
     operations of the Company.

<PAGE>    23

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     (See Note 2 to the Notes to the Condensed Consolidated
     Financial Statements incorporated herein for computation of
     Per Common Share Results.)

(b)  Reports on Form 8-K

     During the third quarter of fiscal 1998, the Company filed
     an amendment to the following report on Form 8-K:

          Current  Report  on  Form 8-K dated December 15, 1997
          reporting the Company's acquisition of GenDerm Corporation.

<PAGE>    24
     
                            SIGNATURE

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


                               MEDICIS PHARMACEUTICAL CORPORATION

<TABLE>
<S>                          <C>
Date:                          By: /s/ Jonah Shacknai
      ------------------           -----------------------------------
                                   Jonah Shacknai
                                   Chairman and Chief Executive Officer




Date:                           By: /s/ Mark A. Prygocki Sr.
      -------------------           -----------------------------------
                                    Mark A. Prygocki, Sr.
                                    Chief Financial Officer
                                    Secretary and Treasurer

</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MEDICIS
BALANCE SHEETS AND STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
MARCH 31, 1998 AND 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FORM 10Q.
</LEGEND>
       
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<PERIOD-END>                               MAR-31-1998
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                                0
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</TABLE>


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