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                                 EXHIBIT 7.3

                       MEDICIS PHARMACEUTICAL CORPORATION

                     CONSENT OF CLASS B COMMON STOCK HOLDERS


         The undersigned holder ("Holder") of the indicated number of shares of
Class B Common Stock, $.014 par value ("Class B Common Stock") of Medicis
Pharmaceutical Corporation (the "Corporation") hereby represents, warrants,
confirms and agrees as follows:

         1. Holder understands that the Corporation's Board of Directors intends
to declare a stock split in the form of a stock dividend pursuant to which
holders of the Corporation's Class A Common Stock, $.014 par value ("Class A
Common Stock") will receive one (1) additional share of Class A Common Stock for
each two (2) shares of such stock held (the "Dividend").

         2. Holder understands that, pursuant to the Corporation's Certificate
of Incorporation, any stock dividend payable to the holders of the Corporation's
Class A Common Stock is to be accompanied by an equivalent stock dividend
payable to the holders of Class B Common Stock.

         3. Holder understands that, currently, the Corporation does not have
available any additional authorized shares of Class B Common Stock for payment
of the Dividend.

         4. Holder is also aware that the Corporation requires for certain
corporate transactions a significant number of shares of Class A Common Stock
and that it is, therefore, desirable from the Corporation's point of view not to
pay the Dividend to Holder in the form of Class A Common Stock.

         5. Holder understands that the Corporation is willing to create a new
class of preferred stock to be denominated Series B Automatically Convertible
Preferred Stock, which stock shall (i) have all of the same rights, preferences,
limitations and privileges as Class B Common Stock; and (ii) be automatically
convertible into Class B Common Stock upon creation of additional authorized
shares of Class B Common Stock.

         6. As an accommodation to the Corporation, and in consideration for
payment of the Dividend and other good and valuable consideration, Holder
therefore agrees as follows:

                  a. Holder agrees to accept payment of the Dividend in the form
         of shares of Series B Automatically Convertible Preferred Stock,
         provided that such shares have the same rights, preferences,
         limitations and privileges accorded to Class B Common Stock (including
         voting and conversion rights) and provided further that an amendment to
         the Corporation's Certificate of Incorporation shall be presented for
         approval at the Corporation's 1996 Annual Meeting of shareholders in
         order to increase the number of authorized shares of Class B Common
         Stock so as to permit conversion of the Class B Preferred Stock into
         Class B Common Stock.

                  b. Holder waives any rights Holder has under the Corporation's
         Certificate of Incorporation to require the Corporation to reserve
         sufficient Class A Common Shares for conversion of Holder's Class B
         Common Shares and Series B Preferred Shares into Class A Common Stock
         until such time as the Corporation's Certificate of Incorporation is
         amended to increase the Corporation's authorized shares of Class A
         Common Stock to at least 15,000,000.


                                                      /s/ Jonah Shacknai
                                                     ---------------------------
                                                     Jonah Shacknai, Holder