REPORT OF INDEPENDENT ACCOUNTANTS






The Board of Directors of
ICN Pharmaceuticals, Inc.

We have reviewed the accompanying  consolidated  condensed  balance sheet of ICN
Pharmaceuticals,  Inc. and subsidiaries as of September 30, 1996 and the related
consolidated condensed statements of income for the three and nine month periods
ended  September  30,  1996 and 1995 and cash flows for the nine  month  periods
ended  September  30,  1996 and 1995.  These  consolidated  condensed  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 to financial
data 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 be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet as of December 31,  1995,  and the
related consolidated statements of income,  shareholders' equity, and cash flows
for the year then ended (not presented herein); and in our report dated February
27, 1996,  which  included an emphasis of matter  paragraph  relating to certain
transactions between the Company and previously Affiliated Corporations, as more
fully described in Note 4 to the consolidated financial statements, we expressed
an  unqualified  opinion  on those  consolidated  financial  statements.  In our
opinion,  the information set forth in the consolidated  condensed balance sheet
as of December 31, 1995, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.



COOPERS & LYBRAND L.L.P.
Los Angeles, California
November  12, 1996