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                                EXHIBIT 7.2


                           CERTIFICATE OF DESIGNATION

                                       of

               SERIES B AUTOMATICALLY CONVERTIBLE PREFERRED STOCK

                                       of

                       MEDICIS PHARMACEUTICAL CORPORATION

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

                             -----------------------

         Medicis Pharmaceutical Corporation, a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies that the following resolutions were adopted by
the Board of Directors of the Corporation pursuant to authority of the Board of
Directors as required by Section 151 of the Delaware General Corporation Law:

               RESOLVED, that pursuant to the authority granted to and vested
      in the Board of Directors of this Corporation (the "Board of Directors"
      or the "Board") in accordance with the provisions of its Certificate of
      Incorporation, as amended the Board of Directors hereby creates a
      series of Series B Automatically Convertible Preferred Stock, par value
      $.01 per share (the "Series B Preferred Stock"), and hereby states the
      designation and number of shares, and fixes the relative rights,
      preferences, privileges, powers and restrictions thereof as follows:

      Series B Automatically Convertible Preferred Stock

                  (a) The relative rights, preferences, privileges and
         limitations of Series B Preferred Stock shall be identical in
         all respects to that of the Corporation's Class B Common Stock
         and shall in no way vary from the rights, preferences,
         privileges or limitations of the Class B Common Stock except
         that, each share of Series B Preferred Stock shall be
         automatically (and without any further action by or on behalf
         of the Corporation or the holder thereof) converted into one
         (1) share of Class B Common Stock immediately upon approval by
         the Corporation's shareholders of an amendment to the
         Corporation's Certificate of Incorporation increasing the
         number of authorized shares of Class B Common Stock by a
         number equal to or greater than the number of
   2
                                                                               2

           outstanding and issued shares of Series B Preferred Stock.

                    (b) Shares of Series B Preferred Stock shall be
           convertible into Class A Common Stock on the same terms and
           conditions (including automatic conversion upon transfer)
           applicable to the conversion of Class B Common Stock into
           Class A Common Stock.


        IN WITNESS WHEREOF, this Certificate of Designation is executed on
behalf of the Corporation by its Chairman and Chief Executive Officer and
attested by its Chief Financial Officer this 8th day of August, 1996.

                                              MEDICIS PHARMACEUTICAL CORPORATION


                                              By  /s/ Jonah Shacknai
                                                  ------------------------------


[Corporate Seal]



ATTEST:


/s/ Mark A. Prygocki
- - ---------------------------