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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A
          (Amendment Number 3 to Form 10-Q Filed on September 30, 1996)

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

                For the quarterly period ended SEPTEMBER 30, 1996

                                       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
         ----      ----

          The number of  outstanding  shares of the  registrant's  Common Stock,
$.01 par value, as of November 6, 1996 was 33,510,000.
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ITEM 6.  

Exhibit 10.  Material Contracts