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                           ICN PHARMACEUTICALS, INC.
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                (Name of Registrant as Specified In Its Charter)
 
                                  RAFI M. KHAN
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                   (Name of Person(s) Filing Proxy Statement)
 
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                                January 21, 1994
 
VIA FACSIMILE (303) 930-6451

Glenn Payne, Esq.
Legal Counsel
INVESCO Funds Group
7800 E. Union Avenue
Suite 800
Denver, CO 80201
 
Dear Mr. Payne:
 
     I am writing  this letter  to ensure  that there  are no  misunderstandings
between INVESCO and me as a result of the misleading articles about me that have
appeared in the news media over the past few weeks. I want you to know that I am
seriously  considering  bringing a  legal  action against  at  least one  of the
newspapers that has been issuing the misstatements.
 
     I strongly contend and want on the record that throughout my dealings  with
the  various Invesco portfolio managers, my behavior was at all times exemplary,
and I am confident  that both current and  former portfolio managers of  Invesco
would confirm this. In addition, all the Invesco portfolio managers I have dealt
with  have at all times acted professionally in their dealings with me. In fact,
my stock selections have made INVESCO many hundreds of millions of dollars.
 
     If you have absolutely  any questions or doubts  on these matters, I  would
ask  you to direct them to me immediately.  I would also be pleased to visit you
at your offices in Denver.
 
     I look forward to hearing from you.
 
                                          Very truly yours,
                                          Rafi M. Khan
 
89151