SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:

[ ] Preliminary Proxy Statement         [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement              Commission Only (as permitted by
[X] Definitive Additional Materials         Rule 14a 6(e)(2))
[ ] Soliciting Material Pursuant
    to Section 240.14a-11(c) or
    Section 240.14a-12

                           ICN PHARMACEUTICALS, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

                          Iridian Asset Management LLC
                                      and
                         Franklin Mutual Advisers, LLC
- --------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)
               Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    (1) Title of each class of securities to which transaction applies:

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

    (2) Aggregate number of securities to which transaction applies:

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

    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined:

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

    (4) Proposed maximum aggregate value of transaction:

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

    (5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

    (1) Amount previously paid:

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

    (2) Form, Schedule or Registration Statement No.:

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

    (3) Filing Party:

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

    (4) Date Filed:

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





The following is the text of a press release issued by Iridian Asset Management
LLC and Franklin Mutual Advisers, LLC on April 23, 2002.





                    Letter to ICN Pharmaceuticals, Inc. From
         Iridian Asset Management LLC and Franklin Mutual Advisers, LLC
                                Proposed Nominee


          Westport, CT and Short Hills, NJ. April 23, 2002. Iridian Asset
Management LLC and Franklin Mutual Advisers, LLC, the investment manager for
Franklin Mutual Series Fund Inc., released the text, set forth below, of a
letter sent yesterday to ICN Pharmacuticals, Inc. (NYSE: ICN) by Richard H.
Koppes, one of Iridian and FMA's three nominees for election to ICN's board of
directors.

         "Gentlemen:"

         "I have read your preliminary proxy statement (and related press
         release), as well as Mr. Panic's letter to me reproduced therein. I was
         surprised to learn that despite the views expressed in my letter to
         General Fogleman, you've chosen the course you have."

         "Let me without delay reassure you that I am willing to serve as a
         director of ICN if elected and that, if elected, I will always act in
         what I believe to be the best interests of all of the shareholders. And
         I always keep an open mind."

         "There are, however, a number of statements in your letter and proxy
         materials to which I take exception."

          "I take strong exception to your conclusion that my participation in a
         brief meeting in Chicago with some members of your nominating committee
         constituted my `consent' to being included on a slate of ICN nominees."

         "I also disagree with your statement, and its implied threat, that were
         I not to agree `to serve on the Company's slate' I could not be
         properly nominated by Iridian or FMA. Your letter itself notes, not two
         paragraphs later, that directors are not elected to a board as a slate
         and your demand that I `agree to serve on the Company's slate' is
         wholly without merit. As you know, I agreed with Iridian and FMA to be
         nominated by them and gave them my consent, in precisely the terms
         called for by ICN's charter (to be named in the proxy statement and to
         serve as a director if elected). I stand by that agreement and that
         consent. All reasonable persons would understand that `the proxy
         statement' in question refers to that of the persons by whom a proposed
         nominee has agreed to be nominated (in my case, Iridian and FMA). The
         intent of this requirement (which mirrors the federal proxy rules) is,
         of course, to prevent the nomination of persons against their wishes."

         "As my letter to General Fogleman made clear, neither I nor Iridian or
         FMA object if you choose to fill out your slate by favoring my
         election. However, I do object if in doing so you create any confusion
         or implication (whether in your written proxy materials or your other
         solicitation efforts) that I am lending my name, stature or reputation
         to the election campaign of the company or that I am supportive in any
         way of ICN's approach to corporate governance."

         "For example, it is not sufficient that you disclose in your materials
         merely that I intend to advocate the candidacy of Randy Thurman and
         Robert O'Leary. This misstates my intent. I intend, as my earlier
         letter clearly stated, to advocate the election of all of FMA and
         Iridian's nominees (including myself), as I believe the addition to the
         board of we three shareholder-nominated directors as a group is the
         best choice for ICN shareholders. Similarly, it is not sufficient that
         you disclaim any implication that I am supporting ICN's two candidates
         as this omits the fact that I intend to advocate against their
         election."

         "Finally, I must reiterate that I share, and will advance, the concerns
         raised by Iridian and FMA, including their skepticism at ICN's proxy
         season embrace of corporate governance principles."

         "I want to again indicate that I look forward to serving on the Board
         of ICN and working to improve its corporate governance and maximizing
         value for its shareholders."

                                                     "Sincerely,"

                                                     "Richard H. Koppes"



          Iridian is an SEC-registered investment adviser located in Westport,
CT. Iridian manages approximately $11 billion for institutional clients, pension
funds, charitable foundations and endowments, and invests primarily in mid-cap
and large-cap U.S. equities.

          Franklin Mutual Advisers, LLC is a subsidiary of Franklin Resources,
Inc. [NYSE:BEN], a global investment organization operating as Franklin
Templeton Investments. Franklin Templeton provides global and domestic
investment management services through its Franklin, Templeton, Mutual Series
and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 50
years of investment experience and more than $266 billion in assets under
management as of February 28, 2002. For more information, please call 1-800/DIAL
BEN(R) or visit franklintempleton.com.


Contact:         For Press:                   For Shareholders and Institutions:
                 ----------                   ----------------------------------
                 Hedda Nadler                 Mackenzie Partners, Inc.
                 Mount & Nadler               Tel: Call Collect: (212) 929-5500
                 Tel:  (212) 759-4440                Toll Free:  (800) 322-2885



In connection with their solicitation of proxies with respect to the 2002 annual
meeting of stockholders of ICN Pharmaceuticals, Inc. ("ICN"), Iridian Asset
Management LLC ("Iridian") and Franklin Mutual Advisers, LLC ("FMA") have filed
with the Securities and Exchange Commission (the "SEC") a definitive proxy
statement dated April 18, 2002, which is being disseminated to stockholders.
Stockholders are advised to read the proxy statement as it contains important
information. Stockholders may obtain a free copy of the proxy statement and
other relevant documents filed with the SEC from the SEC website at www.sec.gov.
You may also obtain a free copy of Iridian and FMA's proxy statement by
contacting Mackenzie Partners in the manner described above.