ICN MERGER CORP
8-A12B/A, 1994-10-24
PHARMACEUTICAL PREPARATIONS
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     As filed with the Securities and Exchange Commission on
October  , 1994
_________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 8-A

             For Registration of Certain Classes of Securities
                  Pursuant to Section 12(b) or (g) of The
                      Securities Exchange Act of 1934

                            __________________

                             ICN MERGER CORP.
          (Exact Name of Registrant as specified in its charter)


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

                            __________________

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                Name of each exchange on which
to be so registered                each class is to be registered

Common Stock, par value                 New York Stock Exchange
$.01 per share

Securities to be registered pursuant to Section 12(g) of the Act:

                             (Title of Class)

                                   None


_________________________________________________________________

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Item 1.   Description of Registrant's Securities to be Registered

The Registrant has filed with the Commission a description of the 
Common Stock, par value $.01 per share, of the Registrant (the
"Common Stock") as part of the Registration Statement on Form S-4
filed with the Commission on September 28, 1994, Registration No.
33-84534, and the description of the Common Stock contained
therein is hereby incorporated by reference.

Item 2.

Number    Description

1.1       Registration Statement on Form S-4, No. 33-84534, as
          filed with the Securities and Exchange Commission on
          September 28, 1994.


1.2       Registration Statement on Form S-1, No. 33-83952, as
          filed with the Securities and Exchange Commission on
          October 11, 1994.

4.1       Form of Amended Certificate of Incorporation of the
          Registrant.

4.2       Form of bylaws of the Registrant.

4.3       Form of Rights Agreement, dated as of      , between
          ICN Merger Corp. and            , as Trustee.

5.1       Specimen copy of certificate of Common Stock, par value
          $.01 per share, of ICN Merger Corp.

6.1       Joint Proxy Statement and Annual Report of ICN
          Pharmaceuticals, Inc., SPI Pharmaceuticals, Inc.,
          Viratek, Inc. and ICN Biomedicals, Inc.


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                                 SIGNATURE

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                     ICN MERGER CORP.



                                       /s/ Bill MacDonald
                                  By:___________________________
                                         Bill MacDonald
Date:  October   , 1994                  Vice President




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