Item 5.  OTHER EVENTS

     Effective July 30, 1997, Penederm Incorporated,
a California corporation (the "Company") completed a
statutory merger effected for the purpose of changing
its state of incorporation from California to Delaware 
by merging into its wholly-owned subsidiary Penederm 
Incorporated, a Delaware corporation ("Penederm Delaware").  
This change in the Company's state of incorporation was 
approved by the holders of a majority of the Company's 
outstanding shares of Common Stock at the Company's 
annual meeting of shareholders on July 11, 1997.

     As a result of the merger, each outstanding
share of the Company's Common Stock was automatically
converted into one share of Penederm Delaware Common
Stock, $.01 par value.  Each stock certificate
representing issued and outstanding shares of the
Company's Common Stock will continue to represent the
same number of shares of Common Stock of Penederm
Delaware.  The Penederm Delaware Common Stock will
continue to be traded on the Nasdaq National Market
without interruption under the symbol "DERM". Subject
to preferences that may be applicable to any outstanding 
Preferred Stock, the holders of outstanding shares of 
Common Stock of Penederm Delaware are entitled to receive 
dividends, when and if declared by the board of directors, 
out of the assets of Penederm Delaware which by law
are available therefor, payable in cash, in property
or in shares of capital stock.  Each stockholder is
entitled to one vote for each share of Common Stock
held of record by that holder on the books of 
Penederm Delaware for the election of directors and
on all matters submitted to a vote of stockholders of
the corporation.  Holders of Common Stock have no
preemptive rights and no right to convert their
Common Stock into any other securities.  There are no
redemption or sinking fund provisions applicable to
the Common Stock.  In the event of liquidation,
dissolution or winding up of the affairs of 
Penederm Delaware, after payment of claims of
creditors and distribution in full of the
preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock, holders
of Common Stock shall be entitled to receive all of
the remaining assets of Penederm Delaware of whatever
kind available for distribution to stockholders
ratably in proportion to the number of shares of
Common Stock held by them.

     Each right to purchase shares of the Company's
Common Stock outstanding under the Rights Agreement
dated November 20, 1996 between the Company and
ChaseMellon Shareholder Services LLC (the "Rights
Agreement") has become a right to purchase the same
number of shares of Penederm Delaware Common Stock at
the same price and on the same terms and conditions
as set forth in the Rights Agreement.  Penederm
Delaware has assumed all rights and obligations of
the Company under the Rights Agreement.

     Penederm Delaware will continue to operate the
business of the Company under the name Penederm
Incorporated.  The reincorporation will not result in
any change in the Company's business, assets or
liabilities, will not cause the Company's
headquarters to be moved, and will not result in any
relocation of management or other employees.


Item 7.   EXHIBITS

2.1 (1)   Agreement and Plan of Merger Between
          Penederm Incorporated, a California corporation, 
          and Penederm Incorporated, a Delaware
          corporation.
          
3.1 (1)   Certificate of Incorporation of Penederm
          Incorporated, a Delaware corporation.

3.2 (1)   Bylaws of Penederm Incorporated, a Delaware
          corporation.


(1) Exhibits 2.1, 3.1 and 3.2 are incorporated by
    reference to Appendices A, B, and C, respectively, of 
    the Registrant's Proxy Statement filed on May 5, 1997.
     

                      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, hereunto duly authorized.


                                   PENEDERM INCORPORATED
Date:  August 1, 1997
                                   By: /s/ John W. Quigley      
                                   ________________________
                                   John W. Quigley
                                   Senior Vice President, Research
                                   and Development



                    EXHIBIT INDEX
                          
                          
Exhibit
   No.                             Exhibit

2.1 (1)   Agreement and Plan of Merger Between
          Penederm Incorporated, a California corporation,
          and Penederm Incorporated, a Delaware
          corporation.
          
3.1 (1)   Certificate of Incorporation of Penederm
          Incorporated, a Delaware corporation.

3.2 (1)   Bylaws of Penederm Incorporated, a Delaware
          corporation.


(1)  Exhibits 2.1, 3.1 and 3.2 are incorporated by
     reference to Appendices A, B, and C,
     respectively, of the Registrant's Proxy
     Statement filed on May 5, 1997.