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March 24, 2005

Mail Stop 03-09

The Secretary

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attn: Jim B. Rosenberg, Senior Assistant Chief Accountant

    Re:

    Medicis Pharmaceutical Corporation

    Form 10-K for the fiscal year ended June 30, 2004

    Form 8-K filed on January 20, 2005

    File No. 001-14471

Dear Mr. Rosenberg:

This letter sets forth the responses of Medicis Pharmaceutical Corporation (the “Company”) to the
comments of the Staff of the Securities and Exchange Commission received by letter dated March 11,
2005 (the “Comment Letter”) with respect to the above referenced Form 10-K and Form 8-K. We have
duplicated the comments set forth in the Comment Letter below and have provided responses to each
comment following the Staff’s related comment.

Form 10-K for the fiscal year ended June 30, 2004

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Contractual Obligations, page 40

    1.
    It appears that scheduled interest payments on long-term debt are excluded from the
table. Please include interest payments in the table or disclose, and explain to us, why
interest payments are excluded. If you believe that interest payments should be excluded
from the table, please expand your liquidity and capital resources disclosures to discuss
the amount and timing of interest payments necessary to understand your future cash
requirements. Please refer to section IV of Financial Reporting Release 72.

    Response:

In our next Form 10-K, for the fiscal year ended June 30, 2005, we will incorporate
the scheduled interest payments on our Contingent Convertible Senior Notes (the
“Notes”) into the Contractual Obligations table. We will also add explanatory
language that the amount of interest ultimately paid in future years could change
if any of the Notes are converted into shares of our Class A common stock and/or if
contingent interest becomes payable if certain future criteria are met.

    2.
    Your discussion of license agreements includes references to payments that you will
make related to achievement of milestones. Please assess whether these milestone payments
meet criteria as a purchase obligation and if these milestone payments should be shown in
the contractual obligations table under Item 303(a)(5) of Regulation S-K. Include
explanatory footnotes to this table as necessary to provide the necessary data to
understand the timing and amount of your specified contractual obligations as well as
those obligations that have been excluded from the table. If as a result of that
assessment, you do not include these payments in the table, please expand your liquidity
and capital resources disclosures to discuss the amount and timing of event milestones
commitments that are reasonably likely to be paid. Please refer to section IV of
Financial Reporting Release 72.

    Response:

Milestone payments related to our product license and development agreements do not
meet the criteria for classification as a purchase obligation for purposes of
inclusion in the Contractual Obligations table. The milestone payments will become
payable only upon the successful achievement of certain developmental, regulatory
or commercial milestones and are contingencies that are outside of our control.
Therefore, the amount and timing of future payments are not fixed or readily
determinable. As these are significant potential future payments, we will expand
our liquidity and capital resources disclosures, in our next Form 10-K for the
fiscal year ended June 30, 2005, to discuss the amount of the potential milestone
commitments that could become payable upon the achievement of the stated
development, regulatory or commercial milestones.

Critical Accounting Policies and Estimates

Revenue Recognition, page 41

    3.
    We noted your critical accounting policies merely duplicates information presented in
your notes to consolidated financial statements. Please revise your disclosures to
provide an enhanced discussion to supplement the description of accounting policies that
are already in your notes to consolidated financial statements. As noted in Section V of
FR-72, disclosure of critical accounting estimates should provide greater insight into the
quality and variability of information regarding financial condition and operating
performance. Further, your disclosures should address material implications of
uncertainties associated with the methods, assumptions and estimates underlying your
critical accounting measurements. Consistent with Section V of FR-72 please consider the
following disclosures:

    a.
    Disclose your analysis of the uncertainties involved in applying a
principle at a given time or the variability that is reasonably likely to result
for its application over time.

    b.
    Specifically address why your accounting estimates or assumptions
bear the risk of change.

    c.
    Analyze, to the extent material, such factors as how accurate the
estimate/assumption has been in the past, how it has changed in the past, and
whether it is reasonably likely to change in the future.

    d.
    Analyze the estimate/assumption specific sensitivity to change, based
on other outcomes that are reasonably likely to occur and would have a material
effect.

    Response:

We will revise our disclosures to provide enhanced discussion of our revenue
recognition policies in our next Form 10-K for the fiscal year ended June 30, 2005.
We will disclose our analysis of uncertainties related to the application of
methods used and the variability that could result over time. We will also
disclose why our estimates bear the risk of change and will analyze the sensitivity
of the estimates to change based on variable

potential outcomes. Specifically, we will expand on the factors which impact
revenue as further discussed in comment #4 below.

    4.
    We believe that your disclosure related to estimates of items that reduce gross
revenue such as products returns, chargebacks, customer rebates and other discounts and
allowances could be improved as follows:

    a.
    Disclose the nature and amount of each accrual at the balance sheet
date and the effect that could result from using other reasonably likely
assumptions than what you used to arrive at each accrual such as a range of
reasonably likely amounts or other type of sensitivity analysis.

    b.
    Disclose the factors that you consider in estimating each accrual
such as historical return of products, levels of inventory in the distribution
channel, estimated remaining shelf life, price changes from competitors and
introductions of generics and/or new products.

    c.
    To the extent that information you consider in b) is quantifiable,
disclose both quantitative and qualitative information and discuss to what extent
information is from external sources, e.g. end-customer prescription demand,
third-party market research data comparing wholesaler inventory levels to
end-customer demand. For example, in discussing your estimate of product that may
be returned, consider disclosing and discussing, preferably by product and in
tabular format, the total amount of product in sales dollars that could
potentially be returned as of the balance sheet date and disaggregated by
expiration period.

    d.
    If applicable, discuss any shipments made as a result of incentives
and/or in excess of your customer’s ordinary course of business inventory level.
Discuss your revenue recognition policy for such shipments.

    e.
    You should consider disclosing a roll forward of the accrual for each
estimate for each period presented showing the following:

    •
    Beginning balance,

    •
    Current provision related to sales made in current period,

    •
    Current provision related to sales made in prior periods,

    •
    Actual returns or credits in current period related to sales made in the
current period,

    •
    Actual returns or credits in current period related to sales made in prior
periods, and

    •
    Ending balance.

    f.
    In your discussion of results of operation for the period to period
revenue comparisons, discuss the amount of and reason for fluctuations for each
type of reduction of gross revenue, i.e. product returns, chargebacks, customer
rebates and other discounts and allowances, including the effect that changes in
your estimates of these items had on your revenues and operations.

    Response:

We will revise our disclosures related to estimates of items that reduce gross
revenue in our next Form 10-K for the fiscal year ended June 30, 2005. We will
describe and discuss the significant items that are deducted from gross revenue
such as product returns, chargebacks, customers rebates and other discounts and
allowances, and the factors that we consider in estimating accruals for these
items. We will also discuss the qualitative and quantitative information used to
determine the estimates used in recording reductions to gross revenue.

Consolidated Financial Statements

Consolidated Statements of Income, page F-5

    5.
    We note in MD&A that the amortization of intangible assets related to products sold
is not included in gross profit. We believe amortization related to acquired developed
products should be included in cost of sales. Alternatively, expand the “cost of product
revenue” caption to include parenthetical disclosure indicating that amortization of
intangible assets related to products sold is excluded and disclose the amount of
amortization excluded from cost of sales. Please refer to SAB Topic 11:B. In addition,
if you elect to include the amortization within cost of sales, please modify your gross
profit analysis in MD&A to disclose the gross profit amounts including amortization.

    Response:

We will expand the “cost of product revenue” caption in the Condensed Consolidated
Statements of Income in our filings commencing with our next Form 10-Q, for the
quarterly period ended March 31, 2005, to include parenthetical disclosure
indicating that amortization of intangible assets related to products sold is
excluded and will disclose the amount of amortization excluded from cost of sales.

Notes to Consolidated Financial Statement

Note 2. Summary of Significant Accounting Policies

Goodwill and Other Identifiable Intangible Assets, page F-10

    6.
    Please provide expanded disclosure describing the nature of the intangible assets
including the amount assigned to any major intangible asset class, the amount of any
significant residual value by major intangible asset class and the weighted-average
amortization period per asset class. Please refer to paragraph 44 of SFAS 142.

    Response:

We will provide expanded disclosure describing the nature of the intangible assets
including the amount assigned to any major intangible asset class, the amount of
any significant residual value by major intangible asset class and the
weighted-average amortization period per asset class in our next Form 10-K for the
fiscal year ended June 30, 2005.

Note 4. Segment and Product Information, page F-16

    7.
    Please disclose the factors used to identify reportable segments as required by
paragraph 26(a) of SFAS 131. Please explain to us why your pharmaceutical franchises are
not considered operating segments, as they appear to meet the characteristics described in
SFAS 131. If true, disclose that your chief operating decision maker does not regularly
review disaggregated information by franchise or advise us.

    Response:

We operate in one significant operating segment: Pharmaceuticals. Our
pharmaceutical operating segment includes product franchises that are divided
between the Dermatological and Non-Dermatological fields. The Dermatological field
represents products for the treatment of Acne and Acne-related dermatological
conditions and Non-acne dermatological conditions. The Non-Dermatological field
represents contract

revenue and products for the treatment of Urea Cycle Disorder. The Acne and
Acne-related dermatological product lines include core brands
DYNACIN ®, PLEXION ®  and
TRIAZ ® . The Non-acne dermatological product lines include core
brands LOPROX ® , OMNICEF ®  and
RESTYLANE ® . The Non-Dermatological product lines include
BUPHENYL ® . The Company’s chief operating decision maker
focuses the Company’s internal reporting processes to determine the most meaningful
manner in which to evaluate the business based upon the information that will be
used by management in resource allocation. Management reviews net revenues for the
Company’s products on a consolidated basis but grouped by the product categories
described above. However, management reviews operating expenses, operating income
and net income on a Company-wide basis. Our business structure is that of a single
entity; one corporate office, with corporate support departments organized to
support the business as a whole, not just a specific segment of the business. The
corporate support group is not structured in the same way product revenues are
grouped for review by management, but rather is structured to support the entire
business. In our current segment and product information disclosures in our Form
10-K and Form 10-Q filings, we disclose the nature of our product franchises and
their respective percentages of total Company net revenues as required by paragraph
37 of SFAS 131.

Form 8-K dated January 20, 2005

Exhibit 99.5 – Copy of press release, dated January 20, 2005, issued by Medicis Pharmaceutical
Corporation

    8.
    We note your disclosure of “if converted” net income and related per share amounts.
Your press release does not disclose the substantive reasons why the presentation of these
non-GAAP financial measures provides useful information to investors regarding your
results of operations. Further, to the extent material, include a statement disclosing
the additional purposes, if any, for which management uses the non-GAAP measure. Please
refer to the requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K. As it
appears that you have not fully complied with Item 2.02 of Form 8-K, please revise
disclosures in future filings.

    Response:

The non-GAAP financial information that is included in our press releases
discussing our quarterly earnings results is provided to give investors and other
interested parties meaningful supplemental information regarding our core
operational performance in the same manner management reviews and evaluates our
core operational performance. We believe the non-GAAP financial information
presented is informative to investors and other interested parties and allows them
to focus on the ongoing operations and the core results of our business.
Historically we have reported similar non-GAAP financial information in our
quarterly earnings releases and believe the inclusion of comparative information
provides consistency in our financial reporting. We will add additional disclosure
in our earnings releases, commencing with our next earnings release for the
quarterly period ended March 31, 2005, to be filed on Form 8-K, that discusses the
substantive reasons why the presentation of non-GAAP financial measures provides
useful information to investors regarding our results of operations.

We acknowledge the Company is responsible for the adequacy and accuracy of the disclosures in
the filings, that staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any action with
respect to the filings, and the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

If you have any questions concerning Medicis’ responses