MEDICIS PHARMACEUTICAL CORPORATION
                             INVITES HOLDERS OF ITS
               2.5% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2032
                   (CUSIP NOS. 584 690 AA 9 AND 584 70K AA 2)
                          TO EXCHANGE THEIR NOTES FOR
               1.5% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2033

                                                                   July 16, 2003

To: Brokers, Dealers, Commercial Banks,
    Trust Companies and Other Nominees:

      Medicis Pharmaceutical Corporation (the "Company") is offering, upon and
subject to the terms and conditions set forth in the preliminary prospectus,
dated July 16, 2003 (as amended or supplemented from time to time, the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") $1,230 in principal amount of
1.5% Contingent Convertible Senior Notes due 2033 (the "New Notes") for each
$1,000 in principal amount of 2.5% Contingent Convertible Senior Notes due 2032
(the "Old Notes") of the Company held by the registered holders thereof (the
"Holders"). The Exchange Offer is subject to important conditions, including the
effectiveness of the registration statement of which the Prospectus is a part
and that at least $200 million in aggregate principal amount of the Old Notes be
validly tendered and not withdrawn at the expiration of the Exchange Offer.

      We are requesting that you contact your clients for whom you hold Old
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Old Notes registered in your name or in the name
of your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:

          1.  The Prospectus, dated July 16, 2003;

          2.  The Letter of Transmittal for your use and for the information of
     your clients;

          3.  A Notice of Guaranteed Delivery to be used to accept the Exchange
     Offer if time will not permit all required documents to reach the Exchange
     Agent prior to the Expiration Date (as defined below) or if the procedure
     for book-entry transfer cannot be completed on a timely basis;

          4.  A form of letter which may be sent to your clients for whose
     account you hold Old Notes registered in your name or the name of your
     nominee, with space provided for obtaining such clients' instructions with
     regard to the Exchange Offer;

          5.  Guidelines for Certification of Taxpayer Identification Number on
     Substitute Form W-9; and

          6.  Return envelopes addressed to Deutsche Bank Trust Company
     Americas, the Exchange Agent for the Exchange Offer, at DB Services
     Tennessee, Inc., Reorganization Unit, P.O. Box 292737, Nashville, TN
     37229-2737.

The Substitute Form W-8 BEN, containing information for Non-U.S. holders
relating to United States federal income tax withholding, shall be made
available by the Information Agent upon your request.

      Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., New York City time, on August 13, 2003, unless extended by the Company
(the "Expiration Date"). Old Notes tendered pursuant to the Exchange Offer may
be withdrawn at any time prior to the Expiration Date.

      To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or manually signed facsimile thereof), or an
electronic confirmation pursuant to the Depository Trust Company's ATOP system,
with any required signature guarantees and any other required documents, should
be sent to the Exchange Agent, all in accordance with the instructions set forth
in the Letter of Transmittal and the Prospectus.


      If a Holder of Old Notes desires to tender, but the procedure for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected by following the guaranteed delivery procedures described in the
section titled "The Exchange Offer -- Guaranteed Delivery Procedures," in the
Prospectus.

      The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Notes pursuant to the Exchange Offer, except
as set forth in Instruction 5 of the Letter of Transmittal.

      Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Information Agent for the Exchange Offer at the address set forth below:

                             D.F. King & Co., Inc.
                                 48 Wall Street
                            New York, New York 10005
                 Banks and brokers call collect: (212) 269-5550
                All others please call toll-free: (888) 542-7446

                                         Very truly yours,
                                         Medicis Pharmaceutical Corporation

      NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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