Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-97207


PROSPECTUS SUPPLEMENT NO. 3
To Prospectus dated November 22, 2002


                       Medicis Pharmaceutical Corporation
                2.5% Contingent Convertible Senior Notes Due 2032
                                       and
           Class A Common Stock Issuable Upon Conversion of the Notes


         This document supplements our prospectus dated November 22, 2002 (the
"prospectus") relating to $400,000,000 aggregate principal amount of our 2.5%
Contingent Convertible Senior Notes Due 2032 and the Class A common stock
issuable upon conversion of the Notes. You should read this prospectus
supplement in conjunction with the accompanying prospectus, which is to be
delivered by selling securityholders to prospective purchasers along with this
prospectus supplement and any other prospectus supplements. The information in
the following table supplements the information under the caption "Selling
Securityholders" in the prospectus.




                                                                                            Class A
                                                                                         Common Stock
                                                 Aggregate Principal   Percentage of     Beneficially       Class A Common
                                                Amount of Notes that       Notes        Owned Prior to     Stock Registered
Name                                                 may be sold        Outstanding      Conversion(1)          Hereby
-------------------------------------------    ---------------------   ---------------  ----------------  -------------------
                                                                                                      

Arlington County Retirement Fund                        $64,000              *                 *                 1,101

     Subtotal                                           $64,000              *                 *                 1,101
----------------------
*Less than 1%


(1)      Assumes that any other holders of Notes or any future transferee from
         any holder does not beneficially own any Class A common stock other
         than Class A common stock into which the Notes are convertible at the
         conversion price of 17.2117 shares per $1,000 principal amount of the
         Notes.

         INVESTING IN THE NOTES AND THE CLASS A COMMON STOCK ISSUABLE UPON THEIR
CONVERSION INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE
ACCOMPANYING PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         The date of this prospectus supplement is January 29, 2003.