58.txt

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<SEC-DOCUMENT>0000730469-96-000001.txt : 19960325
<SEC-HEADER>0000730469-96-000001.hdr.sgml : 19960325
ACCESSION NUMBER:		0000730469-96-000001
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	19951231
FILED AS OF DATE:		19960322
SROS:			NYSE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			A L PHARMA INC
		CENTRAL INDEX KEY:			0000730469
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				222095212
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08593
		FILM NUMBER:		96537584

	BUSINESS ADDRESS:	
		STREET 1:		ONE EXECUTIVE DR
		STREET 2:		P O BOX 1399
		CITY:			FORT LEE
		STATE:			NJ
		ZIP:			07024
		BUSINESS PHONE:		2019477774

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	A L LABORATORIES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<TEXT>


                    SECURITIES AND EXCHANGE
                COMMISSION WASHINGTON, D.C.
                         20549
                               FORM 10 - K
                               
            Annual Report Pursuant to Section 13 or 15 (d) of the
                   Securities Exchange Act of 1934
                   
For  the fiscal year ended         Commission File No.1-8593
December 31, 1995
                            ALPHARMA INC.
          (Exact name of registrant as specified in its charter)
       Delaware                            22-2095212
(State of Incorporation)      (I.R.S. Employer Identification No.)

          One Executive Drive, Fort Lee, New Jersey    07024
          (Address of principal executive offices)    zip code
          
                              (201) 947-7774
         (Registrant's Telephone Number Including Area Code)
                                  
Securities registered pursuant to Section 12(b) of the Act:

                                        Name of each Exchange on
      Title of each Class                     which Registered
      
     Class A Common Stock,                   New York Stock Exchange
        $.20 par value

     Warrants to Purchase Shares             New York Stock Exchange
        of Class A Common Stock

Securities registered pursuant to Section 12 (g) of the Act:  None

Indicate  by  check  mark whether the Registrant  (1)  has  filed
all reports  to be filed by Section 13 or 15(d) of the Securities
Exchange Act  of  1934 during the preceding twelve months (or for
such  shorter period that the Registrant was required to file such
reports), and (2) has  been  subject to such filing requirements for
the past  90  days. YES  X     NO     .

Indicate by check mark if disclosure of delinquent filers pursuant
to Item  405 of Regulation S-K is not contained herein, and will
not  be contained, to the best of registrant's knowledge, in
definitive  proxy or  information statements incorporated by
reference in  Part  III  of this Form 10-K or any amendment to this
Form 10-K.  (    )

The  aggregate  market  value of the voting stock  of  the
Registrant (Class   A  Common  Stock, $.20 par value) as  of  March
1,  1996  was $348,257,000.

The  number of shares outstanding of each of the Registrant's
classes of common stock as of March 15, 1996 was:

        Class A Common Stock, $.20 par value - 13,466,568 shares;
        Class B Common Stock, $.20 par value -  8,226,562 shares.
        
                   DOCUMENTS INCORPORATED BY REFERENCE:

Portions  of  the  Proxy Statement relating to the Annual  Meeting
of Shareholders to be held on May 30, 1996 are incorporated by
reference into  Part III  of  this  report.  Other documents 
incorporated  by reference are listed in the Exhibit index.
                             PART I

Item 1.   Business
General

      ALPHARMA  INC.,  formerly called A. L. Pharma,  Inc.,
(the "Company")  is a multinational pharmaceutical company
engaged  in developing,  manufacturing and marketing  specialty
generic  and proprietary  human  pharmaceuticals and animal
health  products. The  Company maintains dual corporate
headquarters in  Fort  Lee, New Jersey and Oslo, Norway.
      The  Company was originally organized in 1975 as a
whollyowned subsidiary of Apothekernes Laboratorium A.S,  a  Norwegian
health  care company established in 1903.  In February 1984,
the Company's  Class  A  Common Stock was  initially  listed
on  the American Stock Exchange through a public offering and
such  stock is currently listed on the New York Stock Exchange.

     On October 3, 1994, the Company completed a transaction
(the "Combination  Transaction") in which  the  Company
acquired  the pharmaceutical, bulk antibiotic, animal health
and aquatic animal health  businesses of Apothekernes
Laboratorium A.S (the "Related Norwegian  Businesses").
Immediately following the closing,  the Company changed its
trading symbol on the New York Stock Exchange to "ALO".

       In   order  to  accomplish  the  Combination
Transaction, Apothekernes Laboratorium A.S changed its name to
A.L. Industrier AS  ("A.L.  Industrier")  and   demerged  the
Related  Norwegian Businesses  into a new Norwegian corporation
called  Apothekernes Laboratorium  AS  (which  changed its name
in  January  1996  to ALPHARMA  AS,  hereinafter referred  to
as  "A.L.  Oslo"). The Company  then acquired the shares of
A.L. Oslo through  a  tender offer for $23.6  million plus warrants 
to  purchase  3,600,000 shares of the Company's Class A Common Stock,
par value $0.20 per share.   The  warrants  have an exercise price  of
$21.945,  and expire  on January 3, 1999. Warrants to purchase
2,450,246 shares of  Class  A  common  stock (out of the
3,600,000  total)  became exercisable  after October 3, 1995
with the remainder  to  become exercisable  after
October  3,  1997.  The  Company filed   a
registration   statement   with  the  Securities   and
Exchange Commission ("SEC"), which became effective on
September 28, 1995, concerning the warrants and warrant shares
exercisable  in  1995. In  addition, the Company listed the
aforementioned warrants  and warrant  shares for trading and
quotation on the New  York  Stock Exchange as of October 9,
1995.

      A.L.  Industrier is the beneficial owner  of  100%  of
the outstanding shares of the Company's Class B Common Stock
and  is able  to  control the Company through its ability to
elect  more than  a majority of the Board of Directors and to
cast a majority of  the  votes  in any vote of the Company's
stockholders.   A.L. Industrier's  holdings  of the Company's
Class  B  Common  Stock account  for  approximately 38.0% of
the Company's  total  common stock outstanding at December 31,
1995.

      Subsequent to the Combination Transaction, the Company
was reorganized  into  five  operating  divisions  included  in
two business segments, Human Pharmaceuticals and Animal Health.
The Human Pharmaceuticals segment consists of three operating
divisions: U.S. Pharmaceuticals("USPD"), International
Pharmaceuticals("IPD") and Fine Chemicals  ("FCD").   The
Animal Health segment consists of two operating divisions,
Animal Health ("AHD") and Aquatic Animal Health("AAHD").
     After  the  closing  of the Combination  Transaction,
each division  was  required  to evaluate its  business  to
determine actions  necessary to maximize the division's and
the  Company's competitive position.  As a result, in December
1994,  the  Board of  Directors  approved  a plan and the
Company  announced  postcombination  management  actions which
included  exiting  certain businesses and product lines which
did not fit into the Company's new  strategic direction,
severing certain employees employed  in the  businesses or
product lines to be exited or whose  positions had  become
redundant as a result of the acquisition and the sale or
exiting  of  certain  support facilities  which  also  became
redundant  as a result of the acquisition (the "Post
Combination Actions").  A summary of the charges resulting from
these actions is  included in Note 3 of the Notes to the
Consolidated Financial Statements included in Item 8 of this
report.
      In  the  third  quarter  of  1995,  the  Company
announced additional  post-combination management actions
which  continued the  process begun in December 1994.  The
actions occurred in the third  and  fourth  quarters of 1995
and  included  severance  of certain employees company-wide,
further efforts toward consolidation  of  operations in the
USPD,  the  utilization  of substantial consulting   resources
focused   primarily on accelerating the realization of certain
combination  benefits  in the IPD and the sale in September of
its minority equity position and certain other product rights
in an R & D company.

      In  1996,  the  IPD  has continued  to  take  and
consider additional  actions which are designed to further
strengthen  the competitive  nature of the division by lowering
costs.   In  the first  quarter  of 1996, the IPD severed 30
sales  and  marketing personnel  (primarily  in the Nordic
countries)  and  will  incur termination  related costs of
approximately  $1.5  million.   The Company  also  announced
that a preliminary study  of  production rationalization
alternatives  between  the  IPD's   Copenhagen, Denmark  and
Lier, Norway manufacturing facilities has identified potential
benefits.  Based on these findings, a detailed study is being
initiated which is expected to be completed in the  second
quarter  of  1996.  The Company expects that the  detailed
study will result in a formal rationalization proposal which
may result in  charges for severance, write downs of fixed
assets, and other exit costs.  Any such plan will require
approval by the Board  of Directors.

     In 1992, the Company's wholly owned Danish subsidiary,
Dumex Ltd,  completed  the  sale  of  all its  former  Human
Nutrition businesses.  Accordingly, financial information for
1992 and 1991 has  been presented to reflect the Human
Nutrition segment  as  a discontinued operation.

Human Pharmaceuticals

          U.S. Pharmaceuticals Division (the "USPD")
                               
      The  USPD  develops,  manufactures  and  markets
specialty generic  human  pharmaceuticals in the  U.S.    The
division  is managed  by  a single senior management team and
is comprised  of four  wholly-owned subsidiaries: Barre-
National, Inc.  ("Barre"), NMC  Laboratories, Inc. ("NMC"),
Able Laboratories, Inc. ("Able") and  ParMed Pharmaceuticals,
Inc. ("ParMed"). Barre, acquired  in October  1987, is the
leading U.S. manufacturer of liquid generic pharmaceutical
products.  NMC, acquired in  August  1990,  is  a specialized
pharmaceutical manufacturer and marketer  of  creams
and  ointments for topical use, primarily prescription
products. Able, acquired in October 1992, is a manufacturer and
marketer of specialized  prescription  and over the  counter
pharmaceuticals with  an emphasis on suppositories and tablets.
ParMed, acquired in May, 1986, has its products manufactured by
drug manufacturers and  sells  primarily to independent retail
pharmacies  utilizing advanced telemarketing techniques.
     In March 1993, Barre acquired a pharmaceutical
manufacturing facility  in Lincolnton, North Carolina
("Lincolnton"), including inventories, approved Abbreviated New
Drug Applications  ("ANDA") and other related  assets. 
The  facility  is  designed   to
manufacture  oral liquids and topical ointments and  creams.
In addition, a multi-year supply agreement was signed which
provides for  the  sale of pharmaceutical products from the
USPD  to  the previous  owner of Lincolnton, a major generic
drug  distributor. The  facility  was expanded in 1994 and  the
USPD expects  future production  capacity increases and the
realignment of  production capacity  to  relocate  the
manufacture of  certain  products  to Lincolnton.         The
USPD has announced that NMC cream,  lotion  and
ointment  products and Able suppository products will
ultimately be  moved  to Lincolnton.  The move, which requires
FDA  approval for  each ANDA transferred, is expected to take
18 to 24  months. In  1994 the Company announced its intention
to sell or close its Able  tablet business.  During 1995
divestiture negotiations were held  with several potential
buyers and did not result in a sale. However,  the  Company
intends to continue to  try  to  sell  the tablet  business  in
1996  and  if  unsuccessful,  may  have  to terminate tablet
operations.

      During  the formation and organization of the USPD in
late 1993 and 1994, management took a number of consolidating
actions. Sales and  marketing functions of all the manufacturing
subsidiaries  comprising the division were  combined  to
provide pharmaceutical purchasers greater access to a larger
portfolio of products.   Research and development activities
were  centralized in  a modern  facility at the Bayview 
campus  of  Johns  Hopkins
University  in  Baltimore,  Maryland.   In  addition,  the
USPD consolidated distribution from its four manufacturing
sites  into one  165,000  square foot facility in Maryland  to
better  serve customers and improve inventory management.

          International Pharmaceuticals Division (the "IPD")
      The IPD develops, manufactures and markets a broad range
of generic  and  specialty  dosage-form human pharmaceuticals,
oral health care products, adhesive bandages and surgical tapes
under proprietary  brands  primarily in the Nordic  and  other
Western European countries and Indonesia.  The division is
managed  by  a single senior management team and business is
primarily conducted through  two  wholly-owned subsidiaries,
DUMEX-ALPHARMA  A/S  of Copenhagen, Denmark ("Dumex") and A.L.
Oslo and their  respective subsidiaries.  As indicated in the
general section, the  IPD  has in  process  and is considering
a further reorganization  of  its selling and marketing and
manufacturing operations.


          Fine Chemicals Division (the "FCD")

       The   FCD   develops,  manufactures   and   markets
bulk pharmaceutical   antibiotics  to  the  pharmaceutical
industry worldwide.   The  products  of  the  FCD  constitute
the  active substances  in  a large number of finished
pharmaceuticals. The division  is  managed  by  a single senior
management  team and business  is conducted through the Company 
and its A.L.Oslo  and Dumex subsidiaries.
Animal Health
          Animal Health Division (the "AHD")
      The  AHD  develops, manufactures and markets feed
additives and animal health products for animals raised for
commercial food production worldwide.  The division's principal
feed additive  is the  antibiotic bacitracin methylene
disalicylate sold under  the BMD  trademark ("BMD"), which is
used to promote growth and  feed efficiency and to prevent or
treat diseases in poultry and swine. In  addition, as a result
of the Combination Transaction, the AHD also  manufactures  a
zinc bacitracin based  feed  additive  sold under      the
Albac trademark ("Albac").  Sales of  the  division's
products  are  made principally to commercial feed
manufacturers and swine and poultry producers through a staff
of scientifically trained  sales and technical service
personnel. The  division  is managed  by  a  single  senior
management team  and  business  is primarily  conducted through
the Company, A.L. Oslo  and  certain other subsidiaries.

      In  August, 1995 the AHD acquired a company whose
principal asset was  a New Animal Drug Application ("NADA")  for  a  feed
additive  used  in  the treatment and prevention  of
respiratory diseases in swine.

      In  July 1994 the AHD acquired the Wade Jones Company,
Inc. ("Wade  Jones").  Wade Jones is the major poultry  animal
health products distributor in the U.S. and is also actively
involved in the development, manufacture and sale of its own
line of products including animal health pharmaceuticals and
feed additives.

       In   July   1991  the  AHD  acquired,  in  two
unrelated transactions,  trademarks, New Animal  Drug
Applications,  other intangibles  and inventory associated with
two product  lines  of growth   promotants  and  disease
preventatives,  the  principal components  of  which  are
commonly  used   in  combination   or sequentially with BMD.

          Aquatic Animal Health Division (the "AAHD")
                               
     The AAHD develops, manufactures and markets vaccines for
use in  immunizing  farmed fish against disease.  The  AAHD
was  the leading  supplier of fish vaccines to the Norwegian
fish  farming industry  in  1995.  The division is managed by a
single  senior management  team  and business is conducted
through  two  whollyowned
subsidiaries,   A.L.   Oslo   and   ALPHARMA   NW    INC.
("NW")(formerly  called  Biomed, Inc.) of  Bellevue,
Washington, which was acquired in July 1989.

       As   part  of  the  Post  Combination  Actions,  AAHD
has discontinued  manufacture and marketing  of  one  aquatic
animal health  antibiotic  product and will close a  current
production facility in Tromso, Norway during 1996.

Financial Information About Industry Segments

       The   Company's  two  business  segments  are  (1)
Human Pharmaceuticals and (2) Animal Health. The Company's
segments and their                                   operating
divisions contributed the following  percentages
of revenues.
                                 1995     1994      1993
       USPD                       33%      37%       35%
       IPD                        28%      26%       28%
       FCD                         8%       7%        8%
       Human Pharmaceuticals      69%      70%       71% 
       Animal Health *            31%      30%       29%
       
          Total Revenues         100%     100%      100% 

*  Predominantly sales of AHD.

       For   additional  financial  information  concerning
the Company's  business  segments see Note 19 of  the  Notes  to
the Consolidated  Financial Statements included in  Item  8  of
this Report.

Narrative Description of Business

Human Pharmaceuticals

      The human pharmaceuticals segment is comprised of three
of the five operating divisions of the Company, namely the
USPD, IPD and FCD.

               U.S. Pharmaceuticals Division
      The  USPD  develops,  manufactures  and  markets
specialty generic  human  pharmaceuticals in the  U.S.   The
USPD  is  not dependent  on  a  single  customer or a few
customers.   Generic pharmaceuticals are chemical equivalents
of drugs that  are  sold under established brands and that may
have been subject to patent protection.
Although  typically less expensive,  generic  drugs
must  meet  the  same regulatory standards for good
manufacturing practices,  efficacy  and  safety as  the
corresponding  branded products.

      The  generic pharmaceutical industry is highly
competitive, with  competition from companies specializing in
generic products as  well  as  the branded and generic product
operations  of  the major
international  pharmaceutical  companies.   Consequently,
profit  margins on generic drug products tend to  be  reduced
as more  competitors obtain the necessary approvals  to
manufacture and sell such products from the U.S. Food and Drug
Administration (the "FDA").

     In recent years generic pharmaceuticals have increased
their market  share  in  the  U.S. relative  to  branded
drugs.   This increase  is  due to several factors including:
(i)  state  laws permitting   and/or  mandating  substitution
of   generics   by pharmacists;  (ii)  pressure from managed
care  and  third  party payors to encourage cost containment by
health care providers and consumers;  and  (iii) increased
acceptance of generic  drugs  by physicians, pharmacists and
consumers.

      Since  1989 the U.S. pharmaceutical industry has been,
and continues to be, subject to an intense level of scrutiny
by  the FDA and by members of Congress.  As a result of actions
taken  by the  Company  to  respond  to  the progressively
more  demanding regulatory environment in which it operates,
the operating income of  the  USPD's  operations  has been
negatively  affected.
     The Company has spent, and will continue to spend, significant
funds and  management time on FDA compliance matters.   In
1992  Barre concluded  a  binding agreement in the form of a
consent  decree with  the FDA which clarified Barre's
regulatory obligations (the "Consent  Decree").   The Consent
Decree  defines  the  standards Barre
must  achieve  in  meeting  Current  Good  Manufacturing
Practices ("CGMP").  In addition,  USPD's Able operation is
also a  party  to  an  amended consent decree with the  FDA
governing manufacturing  operations  in  accordance  with
CGMP.   In  this regard,  Able  has  engaged  in extensive
regulatory  compliance
activities  which  have included  discontinuing certain
products and making capital  expenditures  and  increasing
operating expenditures for quality assurance and control.

      As  described above, the cost of actions, both  direct
and indirect, taken by the Company with respect to meeting
regulatory requirements  has negatively affected gross profit
and  operating income.   See "Management's Discussion and
Analysis of  Financial Condition and Results of Operations"
included in Item 7  of  this report.   Certain  of  these
higher costs  will  continue  to  be incurred.

     The Company has been impacted in previous years by delays
in the  receipt  of  approvals  for new  products  and
supplemental approvals  for  certain  existing products  from
the  FDA.  The Company  cannot predict whether future legislative or
regulatory developments might have an adverse effect on the
Company.

      In July 1994, the USPD, in accordance with an industry
wide FDA directive   discontinued  marketing   products   to   treat
respiratory congestion containing iodinated glycerol.

       In   1994,  sales  of  iodinated  glycerol  products
were approximately 2% of the Company's sales and the loss of
iodinated glycerol products negatively impacted the Company's
operations in 1995.
      The  USPD markets approximately 165 products, primarily
in liquid,  cream,  ointment  and  suppository  dosage  forms.
Each product  represents a different formulation or  chemical
entity. Products  are  sold  in  over 300 product presentations
and  are marketed nationwide to pharmaceutical distributors,
merchandising chains  and  wholesalers under the "Barre" or
"NMC"  labels  and private  labels.  Prescription products are
sold by a  divisional sales force. Over-the-counter products
are sold by the divisional sales force as  well as by certain independent
sales representatives.

     Liquid  Pharmaceuticals:  Through its Barre  operation,
     the USPD  is  the leading manufacturer of generic
     pharmaceutical products  in  liquid form with
     approximately  110  products. Most  of the division's
     liquid products are manufactured  in its 255,000 square
     foot facility in Baltimore, Maryland. The experience and
     technical know-how of the USPD enables it  to formulate
     therapeutic equivalent drugs in liquid forms  and to
     refine  product characteristics such as taste,  texture,
     appearance and fragrance.
     
     Because  of  the  importance to the USPD of cough  and
     cold remedies,  this  business is seasonal in nature.    A
     higher percentage  of sales are made in the winter months  and
     are affected,  from  year  to year, by the incidence  of
     colds, respiratory  diseases  and  influenza  in  its
     geographical market.
     
     As  with  its  other  products, the  USPD  must  obtain
     FDA approval  for new generic drugs it is developing.
     In  late 1995, the  USPD  received  approval  from  the   FDA
     to manufacture   and   market  Albuterol  Sulfate   Syrup
     and Chlorhexidine Gluconate Oral Rinse 0.12%.  In addition,
     the USPD   co-developed  and  received  approval  for
     Albuterol Inhalation Solution 0.083%.
     
     Creams,   Lotions  and  Ointments:   The  USPD manufactures
     approximately  50  cream, lotion and ointment  products
     for topical  use.   Most of these creams, lotions and
     ointments are  prescription products and include antibacterial,
     antiinflammatory  and combination products.  The USPD
     presently manufactures  many  of these creams, lotions
     and  ointments through its NMC operation in Glendale, New
     York.  Consistent with  the  other manufacturing
     facilities of USPD,  the  NMC facility has been affected
     by increased regulatory costs  in its  ongoing efforts to
     comply with the FDA's interpretation of  CGMP.  As
     previously mentioned herein, over the next  18 to  24
     months, the company will transfer all of its creams,
     lotion  and  ointment manufacturing to Lincolnton  and
     will close its NMC facility.
     The creams,  lotions  and  ointments  market   is
     highly competitive   and  includes  a  number  of
     companies   with significant market share.  This market is
     expected  to  grow significantly and a number of important
     products  will  come off patent in the next few years.
     In  1995,  the  USPD  received  approval  from  the  FDA
     to manufacture  and market Betamethasone Dipropionate
     Ointment USP  (Augmented) 0.05%, Clobetasol Propionate
     Topical  Scalp Application  Solution  0.05%,  and
     Fluocinonide  Emulsified Cream  0.05%.  In addition, the
     FDA approved supplements  to the  existing  approvals for
     Gentamicin Cream  and  Ointment 0.1% and to Triple Sulfa
     Vaginal Cream.
     Suppositories and Other Specialty Generic Products:
     During 1995, the USPD suppositories and other products
     consisted of 5  products.  In addition, the USPD also
     manufactures and/or markets  certain other specialty
     generic products, including Epinephrine Mist and a Home
     Pregnancy Test Kit.
     In  late  February 1995,  the USPD received FDA approval
     to manufacture  and  market  three strengths  of
     Acetaminophen Suppositories  USP,  120  mg.,  325  mg.
     and  650  mg.
     In addition,  USPD  also began commercial  sale  of
     Miconazole Nitrate Vaginal Suppositories 200 mg. in
     January 1995.
     
     Through its ParMed operation, the USPD distributes a line
of over    1800 generic    prescription   and    over-the-
counter pharmaceutical  product presentations and offers  certain
custom marketing  services (such as telemarketing, order
processing  and distribution) to the pharmaceutical industry.
The  largest  part of ParMed's sales are made to U.S.
independent retail pharmacies. A  substantial majority of
ParMed's sales are made through  a  45 person   telemarketing
sales  force.   ParMed's   products   are manufactured by drug
manufacturers who package and label products for  ParMed.
ParMed  also markets USPD  products  bearing  the
"Barre",  and  "NMC"  labels.  In addition, a  special  group
of telemarketers  is  dedicated  to  marketing  USPD   products
to retailers and institutional pharmacies (such as those in
nursing homes). Due  to  the fact that ParMed does not
manufacture  its products, ParMed may be affected from time to time due to
recalls of products by its suppliers.
          International Pharmaceuticals Division
      The IPD develops, manufactures and markets a broad range
of generic  and  specialty  dosage-form human pharmaceuticals,
oral health care products, adhesive bandages and surgical tapes
under proprietary  brands  primarily in the Nordic  and  other
Western European  countries,  Indonesia and the Middle  East.
The  IPD conducts  its business primarily in Scandinavian and
U.S.  Dollar denominated  currencies (or currencies which
generally  fluctuate with the U.S. Dollar).
     Dosage-Form Pharmaceuticals: Substantially all of the
dosage form  pharmaceutical products sold by the IPD in the  Nordic
Countries,   Western  Europe  and  the   Middle   East   are
manufactured   at  its  facilities  in  Lier,   Norway   and
Copenhagen,  Denmark.   The  IPD is  presently  preparing  a
detailed  study  of production rationalization  alternatives
between   the   Copenhagen,   Denmark   and   Lier,   Norway
manufacturing  facilities.  Products sold in  Indonesia  are
manufactured  at  its facility in Jakarta,  Indonesia.   The
facility  at  Lier, Norway was designed with a view  towards
meeting  the FDA's CGMP standard.  However, given  that  the
facility's current production is not exported to  the  U.S.,
the  Company  has  not initiated the process  to  cause  the
facility  to  be in compliance with the FDA's interpretation
of CGMP.

The IPD has a broad range of dosage-forms, including tablets,
ointments, creams, and liquid and injectable preparations for
many different therapies with a concentration on prescription
drug antibiotics, analgesics/antirheumatics and psychotropics,
over-the-counter skin care, gastrointestinal and analgesic
products.

The principal geographical markets for the IPD's dosage-form
pharmaceutical  products are the Nordic  and  other  Western
European  countries as well as Indonesia and certain  Middle
Eastern  countries.   The IPD employs  a  specialized  sales
force  which  markets and promotes dosage-form  products  to
doctors,  hospitals, pharmacies and consumers.  In  each  of
its  markets,  the  IPD uses wholesalers to  distribute  its
pharmaceutical products.

The  pharmaceutical business is highly competitive, and many
of  IPD's  competitors  are substantially  larger  and  have
greater  financial, technical and marketing  resources  than
the  IPD.  Most of the IPD's pharmaceutical products compete
with  one or more products of other companies which  contain
the same active ingredient.

The   development,   manufacture  and   marketing   of   IPD
pharmaceutical   products   is  subject   to   comprehensive
government regulation both in Norway, Denmark and  in  other
countries  where the products are manufactured and marketed.
Government  regulation includes detailed inspection  of  and
controls  over  manufacturing and quality control  practices
and  procedures, requires approvals to market  products  and
can  result in the recall of products and the suspension  of
production.    Such   government  regulation   substantially
increases  the  cost  of producing pharmaceutical  products.
Regulatory   approvals   are   required   before   any   new
prescription or over-the-counter drug can be marketed.

In Denmark and Norway, the IPD's pharmaceutical products are
beginning to encounter price pressures from parallel imports
(i.e.   imports  of  competing  products  from   neighboring
countries).   The  IPD  believes  that  it  is  likely  that
parallel imports may be a developing trend in other  markets
in  which  the  IPD  sells its dosage-form  pharmaceuticals.
Such parallel imports could lead to lower volume growth  and
downward  pressure on prices in certain product  and  market
areas.

In  the Nordic countries in recent years, there has been  an
increase  in  volume  of  sales of  generic  pharmaceuticals
relative  to  original pharmaceuticals.   This  increase  in
market share is primarily a result of government initiatives
to  reduce  pharmaceutical expenses through new  regulations
which  promoted generic pharmaceuticals in lieu of  original
formulations.    However,  the  increased   focus   on   the
regulation  of pharmaceutical prices may lead  to  increased
competition and price pressure for suppliers of all types of
pharmaceuticals.
    
     The  pharmaceutical business of the IPD also  includes  oral
     health  care  products.  The two primary  oral  health  care
     products  are  Elyzol  Dental  Gel  for  the  treatment   of
     periodontal disease and Flux sodium fluoride tablets.
     
     In 1995 significant expenses continued to be incurred for an
     administrative,  selling  and  marketing  infrastructure  to
     promote  Elyzol Dental Gel and for continuing  research  and
     development work, including the preparation of  a  New  Drug
     Application  to be submitted for Elyzol Dental  Gel  in  the
     United  States.  IPD  management  is  continuing  to   study
     alternative  marketing arrangements for  the  product  which
     include  obtaining  marketing partners in some  geographical
     areas.  The Company considers the Elyzol Dental Gel  product
     to  be in the developmental phase and expects to continue to
     incur expenses in excess of revenues during 1996.
     
     Adhesive  Bandages and Surgical Tapes:  The IPD manufactures
     adhesive  bandages,  surgical tapes  and  non-medical  tapes
     under  its proprietary Norgesplaster brand, and is the  only
     manufacturer of adhesive bandages and surgical tapes in  the
     Nordic  countries.  Its most significant market  is  Norway,
     where  it  is  the leading supplier in the industry.   These
     products  are  sold  to  consumers  and  hospitals   through
     pharmacies  and other retail outlets.  The IPD's  production
     facility  is located at Vennesla, Norway, which  is  320  km
     southwest of Oslo.
     
          Fine Chemicals Division
       The   FCD   develops,  manufactures   and   markets   bulk
pharmaceutical   antibiotics  to  the   pharmaceutical   industry
worldwide.   The  products  of  the  FCD  constitute  the  active
substances   in  a  large  number  of  finished  pharmaceuticals,
including  finished pharmaceuticals for the treatment of  certain
skin,  throat,  intestinal and systemic  infections.  Bacitracin,
Zinc  Bacitracin and Polymyxin are the most significant  products
for   the   FCD,  which  believes  it  is  the  world's   largest
manufacturer  and supplier of such products.  The  division  also
manufactures other antibiotics such as Vancomycin, Amphotericin B
and  Colistin for use systemically and in specialized topical and
surgical human applications.  In addition, the FCD markets  other
well-established  bulk  antibiotics,  such  as   Gramicidin   and
Tyrothricin, which are contract manufactured for the division  by
a Danish company.

      The  FCD  manufactures its products in its plants in  Oslo,
Norway    and   Copenhagen,   Denmark.    Both   plants   include
fermentation,  specialized recovery and  purification  equipment.
Both  facilities have been approved as a manufacturer of  sterile
and  non-sterile bulk antibiotics by the FDA and  by  the  health
authorities  of  European countries.  The manufacturing  methods,
quality control procedures and quality assurance systems for  the
production   of   such  antibiotics  are  subject   to   periodic
inspections by regulatory agencies.

Animal Health

      Since  the  completion  of the Combination  Transaction  on
October 3, 1994,  the Animal Health segment is comprised  of  two
of the operating divisions of the Company, namely the AHD and the
AAHD.
               Animal Health Division
      The  AHD  develops, manufactures and markets feed additives
and animal health products for animals raised for commercial food
production worldwide.  The  AHD's principal animal health product
is BMD, a feed additive, which is used to promote growth and feed
efficiency  and prevent or treat diseases in poultry  and  swine.
In  addition,  the  AHD  also manufactures  and  markets  a  feed
additive  for  poultry, swine and calves  sold  under  the  Albac
trademark.    Albac  is  produced  in  granulated,   powder   and
lactodispersible  forms  and contains a  special  grade  of  zinc
bacitracin as its active ingredient.

     In 1991, the Company purchased two animal health lines which
are  commonly used in combination or sequentially with BMD. These
products  include  3-Nitro, Histostat,  Zoamix,  Mycostatin,  and
chlortetracycline ("CTC"), a feed grade antibiotic.  The AHD also
manufactures and sells Vitamin D3; and other feed additives which
are used for poultry and swine.

     The AHD presently sells a major portion of its volume in the
U.S.   However,  with  the recent opening  of  sales  offices  in
Canada,  Latin  America,  and  the Far  East,  coupled  with  the
international scope of the animal health business acquired in the
Combination  Transaction, the AHD has increased its manufacturing
and   marketing  capabilities  outside  the  U.S.   and   expects
international sales to increase in the future.

      Historically,  the principal market for BMD  has  been  the
poultry segment of the feed additives business in which it is one
of  the  leading  products.  The AHD continues  to  increase  its
marketing  efforts  with  respect to the  swine  segment  of  the
market, which is more fragmented than the poultry market.

      Effective  August  1994, the AHD completed  a  distribution
arrangement  with Merck AgVet, a division of Merck  &  Co.,  Inc.
whereby  the  AHD  assumed all sales, marketing and  distribution
functions  for Merck AgVet's poultry products line  in  the  U.S.
However, Merck AgVet recently notified the AHD that it intends to
sell its poultry products line to a third party and it is unclear
at  this time as to whether this agreement will continue with the
new purchaser of such business.

      Sales  of the AHD's products in the U.S., Canada and Mexico
are   made  principally  to  commercial  feed  manufacturers  and
integrated  swine  and  poultry  producers  through  a  staff  of
technically trained sales and technical service personnel located
throughout  the  country.   Sales of the AHD's  products  outside
North  America are made primarily through the use of distributors
and sales companies.

      The  AHD  produces  BMD  at its Chicago  Heights,  Illinois
facility,  which  includes  a modern  fermentation  and  recovery
plant.   During  recent  years, the  Chicago  Heights  facility's
capacity  has increased and it has operated at or near  capacity.
In   the   Combination  Transaction  the  Company  acquired   the
technology  to manufacture BMD which it previously licensed  from
A.L. Industrier.

      The  Albac product is manufactured at the division's Skoyen
facility   in   Oslo,  Norway.  The  3-Nitro  product   line   is
manufactured  in accordance with a ten year agreement  using  AHD
technology  at  an unrelated company's facility in Charles  City,
Iowa.   The contract requires the AHD to purchase minimum  yearly
quantities on a cost plus basis.  CTC is purchased primarily from
foreign suppliers and blended domestically.
      In  August 1995, the AHD acquired a company whose principal
asset  was  a NADA for a feed additive used in the treatment  and
prevention of respiratory diseases in swine.
      In  July  1994, the AHD acquired Wade Jones  Company,  Inc.
Wade   Jones   is  the  major  poultry  animal  health   products
distributor  in  the U.S. and is also actively  involved  in  the
development,  manufacture and sales of its own line  of  products
including  animal  health  pharmaceuticals  and  feed  additives.
Approximately ninety percent (90%) of all products  sold  by  the
AHD  in the U.S. in 1995 to the poultry industry were distributed
by Wade Jones.
      The  animal  health  industry  is  highly  competitive  and
includes  a  large  number of companies with  greater  financial,
technical  and  marketing  resources  than  the  Company.   These
companies offer a wide range of products with various therapeutic
and  growth stimulating qualities.  Competition is also  affected
by the issuance of  regulatory approvals for similar or competing
products  (particularly  in the U.S.)  and  the  availability  of
generic versions of certain products.   The Company believes that
its  competitive position in the animal health business has  been
enhanced  because  BMD  and Albac are not  absorbed  into  animal
tissues.   The FDA does not require BMD and Albac to be withdrawn
from  feed  prior to the marketing of the food animals.   Certain
tests  have also shown that BMD and Albac do not tend to  produce
resistance  in  bacteria  which  is  a  characteristic  of   some
competitive products.

          Aquatic Animal Health Division
     The AAHD develops, manufactures and markets vaccines for use
in   immunizing  farmed  fish  against  disease.    The   Company
originally entered the aquaculture business with the purchase  of
NW   in  1989.   This  base  business  was  expanded  after   the
Combination Transaction with the acquisition of A.L. Oslo's  fish
health business.  Presently, the AAHD is the leading supplier  of
vaccines  for farm raised salmon in Norway, which is the  largest
market for the farming of salmon and other cold water species  of
fish.   In  1995, approximately 75% of the revenues of  the  AAHD
were  generated from the Norwegian market.  The Company  believes
that the share of sales from markets outside Norway will increase
in  the  future  as  the division continues to expand  its  sales
efforts internationally.

      The  AAHD  maintains two manufacturing locations, Bellevue,
Washington  and  Overhalla, Norway.  The Overhalla  facility  was
purchased by the AAHD in November 1994 and presently manufactures
ringworm  vaccines for cattle and listeriosis vaccines for  sheep
and  goats.  The  AAHD is currently involved in a  major  capital
investment  to  enable  the  Overhalla  facility  to  manufacture
aquaculture  products  using state of the  art  technology.  Such
project is expected to be completed in the second half of 1996.

      Competition  in  the  aquatic  animal  health  industry  is
characterized  by  relatively  few  competitors.   However,   the
industry is subject to rapid technological change.  As a  result,
new  techniques and products developed by competitors could cause
the  AAHD products to become obsolete if the division was  unable
to match technological improvements.

Research, Product Development and Technical Activities

     Scientific development is important to each of the Company's
business  segments.  The Company's research, product  development
and  technical  activities in the Human  Pharmaceuticals  segment
within   the  U.S.,  Norway  and  Denmark  concentrate   on   the
development   of  generic  equivalents  of  established   branded
products  as well as discovering creative uses of existing  drugs
for  new treatments and on compiling the necessary data to obtain
government   approvals.    The   Company's   research,    product
development  and  technical activities also focus  on  developing
proprietary  drug  delivery  systems and  on  improving  existing
delivery systems and packaging and manufacturing techniques.   In
view  of  the  substantial funds which are generally required  to
develop new chemical drug entities the Company has not emphasized
such  activities.  The Company's technical development activities
for   the   Animal  Health  segment  involve  extensive   product
development  and testing for the primary purpose of  establishing
clinical  support  for new products and additional  uses  for  or
variations  of  existing  products and seeking  related  FDA  and
analogous governmental approvals.

      Generally,  research and development  are  conducted  on  a
divisional  basis.   The Company conducts its  technical  product
development activities at its facilities in Copenhagen,  Denmark,
Oslo,  Norway,  Baltimore,  Maryland,  Bellevue,  Washington  and
Chicago   Heights,  Illinois,  as  well  as  through  independent
research facilities in the U.S.

      Significant research and development projects  in  progress
include: A project to conduct clinical trials as part of the  new
drug  approval  process  in the U.S. for  Elyzol  Dental  Gel  (a
product  for  the treatment of the gum disease periodontitis),  a
project  to  obtain  FDA  approval  for  Albuterol  metered  dose
inhalant  products, and a project to obtain FDA  approval  for  a
gram  negative  antibiotic which will be used  as  an  injectable
treatment  for respiratory and systemic diseases in broilers  and
cattle.

       Research   and  development  expenses  were  approximately
$ 32.8 million, $32.5 million and $24.0 million in 1995, 1994 and
1993, respectively.

Financial  Information About Foreign and Domestic Operations  and
Export Sales

      The  Company derives a substantial portion of its  revenues
and  operating income from its foreign operations. Revenues  from
foreign  operations  accounted for  over  40%  of  the  Company's
revenues  in  1995. For certain financial information  concerning
foreign and domestic operations see Note 19 of the Notes  to  the
Consolidated  Financial Statements included in  Item  8  of  this
Report.    Export  sales  from  domestic  operations   were   not
significant.

      The  Company's  foreign operations are subject  to  various
risks which are not present in domestic operations, including, in
certain    countries,   currency   exchange   fluctuations    and
restrictions, restrictions on imports, government price controls,
restrictions  on the level of remittance of dividends,  interest,
royalties and other payments, the need for governmental  approval
of  new  operations, the continuation of existing operations  and
other  corporate actions, political instability, the  possibility
of  expropriation  and  uncertainty as to the  enforceability  of
commercial rights, trademarks and other proprietary rights.

Regulation; Proprietary Rights

       The  development,  manufacturing  and  marketing  of   the
Company's   products  are  subject  to  comprehensive  government
regulation  in  the  U.S., Norway, Denmark and  other  countries.
Government  regulation  includes  detailed  inspection   of   and
controls  over  manufacturing practices and procedures,  requires
approvals  to  market products and can result in  the  recall  of
products   and   suspension  of  production.    Such   government
regulation  substantially increases the cost of  producing  human
pharmaceutical  and  animal  health products.   FDA  approval  is
required  before  any  new prescription or over-the-counter  drug
products  or any animal health drug can be marketed in  the  U.S.
Analogous   governmental  and  agency  approvals  are   similarly
required  before  such products are marketed in other  countries.
These  government approvals are therefore very important to  both
the Human Pharmaceuticals and Animal Health segments.

      Continuing  studies of the proper utilization, safety,  and
efficacy  of  pharmaceuticals and other health care products  are
being  conducted  by  industry, government agencies  and  others.
Such studies, which increasingly employ sophisticated methods and
techniques,  can call into question the utilization,  safety  and
efficacy  of previously marketed products and in some cases  have
resulted, and may in the future result, in the discontinuance  of
their  marketing and, in certain countries, give rise  to  claims
for damages from persons who believe they have been injured as  a
result of their use.

      The  Company's  manufacturing operations  are  required  to
comply  with  CGMP  as interpreted by the FDA and,  in  countries
outside   the  U.S.,  with  similar  regulations.   This  concept
encompasses  all  aspects  of the production  process,  including
validation and record keeping, and involves changing and evolving
standards.  Consequently, continuing compliance with  CGMP  is  a
particularly   difficult  and  expensive   part   of   regulatory
compliance.

      The evolving and complex nature of regulatory requirements,
the  broad  authority  and discretion of the  FDA  and  analogous
foreign agencies, and the generally increased level of regulatory
oversight have resulted in a higher possibility that from time to
time the Company will be adversely affected by regulatory actions
despite  its  ongoing  efforts  and  commitment  to  achieve  and
maintain full compliance with all regulatory requirements.

      In  many  countries  in  which the Company  does  business,
including some of the Scandinavian countries, the initial  prices
of  pharmaceutical preparations for human use are dependent  upon
governmental    approval   or   clearance   under    governmental
reimbursement  schemes  usually  based  on  costs  or  prices  of
comparable  products and subsequent price increases may  also  be
regulated.  In the past three years, as part of overall  programs
to lower health care costs, certain European governments have not
allowed  price increases and have introduced various  systems  to
lower  prices.  As a result, cost increases and/or lower revenues
due to exchange rate fluctuations have not been recovered.

Environmental Matters

      The Company believes that it is substantially in compliance
with all presently applicable federal, state and local provisions
regulating  the  discharge of materials into the environment,  or
otherwise relating to the protection of the environment.   During
1995, the Company's Barre subsidiary received and responded to  a
Notice  of Potential Liability and Request for Information  on  a
site  owned  by  Ramp  Industries, an unaffiliated  third  party.
Barre  historically made one small shipment to the  site  and  no
material expenditures are expected to be made in conjunction with
this  matter.  Although  many  major capital  projects  typically
include  a  component  for environmental control,  including  the
Company's  current  expansion projects, no material  expenditures
specifically for environmental control are expected to be made in
1996.
Employees
     As of December 31, 1995, the Company had approximately 2,788
employees, including 1,373 in the U.S. and 1,415 outside  of  the
United States.
Item 1A.  Executive Officers of the Registrant

      The following is a list of the names and ages of all of the
Company's corporate officers and certain officers of each of  the
Company's principal operating units, indicating all positions and
offices  with  the Registrant held by each such person  and  each
such person's principal occupations or employment during the past
five years.
     Each of the Company's corporate officers has been elected to
the  indicated office or offices of the Registrant, to  serve  as
such until the next annual election of officers of the Registrant
(expected  to  occur  May 30, 1996) and until  his  successor  is
elected, or until his earlier death, resignation or removal.
Name and Position                  Principal Business Experience
with the Company            Age    During the Past Five Years

E.W. Sissener               67     Chief Executive Officer since
Chairman, Director and             June 1994.  Member of the
Chief Executive Officer            Office of the Chief Executive
                                   of the Company July 1991 - May
                                   1994.  Chairman of the Company
                                   since 1975.  President of
                                   ALPHARMA AS (formerly
                                   Apothekernes Laboratorium AS)
                                   since October 1994.  President
                                   of A.L. Industrier AS from 1972-
                                   1994.  Chairman of A.L.
                                   Industrier AS since November
                                   1994.
                                   
Jeffrey E. Smith            48     Chief Financial Officer and
Vice President, Finance            Vice President since May 1994.
and Chief Financial                Executive Vice President and
Officer                            Member of the Office of the
                                   Chief Executive July 1991 May
                                   1994.  Vice President, Finance
                                   of the Company from November
                                   1984 to July 1991.
                                   
Beth P. Hecht               32     Corporate Counsel of the
Secretary and Corporate            Company since June 1993;
Counsel                            Secretary of the Company since
                                   November 1993; Attorney with
                                   the law firm of Kirkland &
                                   Ellis 1990-1993.
                                   
Albert N. Marchio, II       43     Treasurer of the Company since
Treasurer                          May 1992; Treasurer of Laura
                                   Ashley, Inc. 1990-1992.

David E. Cohen              41     President of the Company's
Vice President and                 Animal Health Division since
President, Animal Health           October 1994; President,
Division                           Animal Health Division of
                                   A. L. Laboratories, Inc.
                                   September 1988-October 1994.

George S. Barrett           40     President of the Company's
Vice President and                 U.S. Pharmaceuticals Division
President, U.S.                    since 1993; President of Barre-
Pharmaceuticals Division           National since August 1991;
                                   President of NMC since August
                                   1990; Vice President, Operations
                                   of NMC, 1984 to August 1990.
                                   
Thor Kristiansen            52     President of the Company's
Vice President and                 Fine Chemicals Division since
President, Fine Chemicals          October 1994; President,
Division                           Biotechnical Division of
                                   Apothekernes Laboratorium A.S
                                   1986 to 1994.
                                   
Knut Moksnes                45     President of the Company's
Vice President and                 Aquatic Animal Health Division
President, Aquatic Animal          since October 1994; Managing
Health Division                    Director, Fish Health Division
                                   of Apothekernes Laboratorium A.S
                                   1991 to 1994.
                                   
Ingrid Wiik                 51     President of the Company's
Vice President and                 International Pharmaceuticals
President, International           Division since October 1994;
Pharmaceuticals Division           President, Pharmaceutical
                                   Division of Apothekernes
                                   Laboratorium A.S 1986 to 1994.
                                   
Item 2.   Properties

     The Company's principal production and technical development
facilities are located in the United States, Denmark, Norway  and
Indonesia.    The  Company  also  owns  or  leases  offices   and
warehouses  in  the United States, Sweden, Holland,  Finland  and
elsewhere.
                                   FACILITY
                           LAND      SIZE
LOCATION        TITLE     (acres)    (sq.    USE
                                     ft.)
Fort Lee, NJ    Leased         --    48,000  Office - dual
                                             ALPHARMA INC.
                                             corporate office and
                                             AHD Headquarters
Skoyen, Norway  Leased         --   204,400  Manufacturing of
                                             AHD and FCD products,
                                             dual ALPHARMA INC.
                                             corporate office and
                                             headquarters for IPD,
                                             FCD and AAHD.
Chicago         Owned          20   195,000  Manufacturing,
Heights, IL                                  warehouse, R&D and
                                             offices for AHD

Bellevue, WA    Leased         --    20,000  Manufacturing,
                                             warehouse,
                                             laboratory and
                                             offices for AAHD
Baltimore, MD   Owned          19   255,000  Manufacturing, and
                                             headquarters for
                                             USPD
Baltimore, MD   Leased         --    18,000  Research and
                                             Development for USPD
Columbia, MD    Leased         --   165,000  Central
                                             Distribution Center
                                             for USPD
Lincolnton, NC  Owned          13   138,000  Manufacturing and
                                             offices for USPD
Glendale, NY    Leased         --    78,000  Manufacturing and
                                             offices for USPD
Lowell, AK      Leased         --    68,000  Manufacturing,
                                             warehouse and
                                             offices for AHD
Niagara Falls,  Owned           2    30,000  Warehouse and
NY                                           offices for USPD
South           Leased         --    60,000  Manufacturing and
Plainfield, NJ                               offices for USPD
Lier, Norway    Owned          23   118,400  Manufacturing of
                                             IPD products,
                                             warehousing and
                                             offices
Overhalla,      Owned           1    12,900  Manufacturing of
Norway                                       vaccines,
                                             warehousing and
                                             offices for AAHD
                                             
Vennesla,       Owned           4    81,300  Manufacturing of
Norway                                       adhesive bandages
                                             and surgical tapes,
                                             warehousing and
                                             offices for IPD
Copenhagen,     Owned          10   425,000  Manufacturing,
Denmark                                      warehouse, R&D and
                                             offices for IPD and
                                             FCD
Jakarta,        Owned           5    80,000  Manufacturing,
Indonesia       building                     warehouse, R&D and
                leased                       offices for IPD
                land

      The  Company  believes that its principal  facilities  described
above  are  generally in good repair and condition  and  adequate  and
suitable for the products they produce.

Item 3.   Legal Proceedings
      On  September 13, 1982, the Company filed at the FDA a  "Citizen
Petition" requesting the agency to reconsider and rescind its approval
of  a  new  animal drug application ("NADA") filed by Philips  Roxane,
Inc. ("PRI") for the use of Bacitracin Zinc in animal feeds for growth
promotion.   PRI  is now a subsidiary of Boehringer  Ingleheim  Animal
Health  Inc.   The Citizen Petition contended that FDA's approval  was
invalid  and  improper in several respects.  FDA  denied  the  Citizen
Petition  on May 9, 1984, and the Company filed an action for judicial
review  in  the U.S. District Court for the District of Columbia  (the
"Action")  seeking  to have FDA's denial of the Citizen  Petition  set
aside.   Subsequent administrative proceedings also  resulted  in  FDA
decisions denying the relief sought.  The complaint in this Action was
amended  to challenge FDA's decisions on these subsequent proceedings.
The  parties  filed cross-motions for summary judgment  and  the  U.S.
District  Court granted FDA's motion for summary judgment  to  dismiss
the  Action.  The Company appealed this decision to the U.S. Court  of
Appeals  for the District of Columbia.  On August 25, 1995, the  Court
of  Appeals held that FDA had not provided a reasonable explanation to
support its finding of safety and efficacy of the PRI Bacitracin Zinc.
The  Court's  order  gave  the FDA 90 days to provide  a  satisfactory
explanation.   On  October 27, 1995, the FDA  sent  to  the  Company's
counsel  a letter containing its explanation and filed this letter  in
the  U.S. District Court, together with a Memorandum arguing  that  it
had complied with the Court of Appeals' remand.  The Company filed  an
opposing Memorandum arguing that FDA's purported explanation  did  not
meet  the terms of the Court of Appeals order.  Oral argument was held
in  the  District Court on November 29, 1995.  Thereafter, on December
4,  1995,  the District Court issued an order continuing the PRI  NADA
pending  a  decision  by  it as to whether the FDA's  explanation  was
reasonable.  The matter remains pending before the District Court.

     From time to time the Company is involved in certain non-material
litigation  which  is  ordinarily found in businesses  of  this  type,
including product liability, contract and employment matters.
Item 4.    Submission of Matters to a Vote of Security Holders
               Not applicable.
                            PART II
Item 5.   Market for Registrant's Common Equity and Related Stockholder
               Matters
Market Information
      The  Company's Class A Common Stock is listed on  the  New  York
Stock  Exchange ("NYSE").  Information concerning the  1995  and  1994
sales  prices of the Company's Class A Common Stock are set  forth  in
the table below.


                              Stock Trading Price
                          1995                     1994
     Quarter         High      Low            High       Low

     First          $23.13    $19.25         $16.88    $14.00
     Second         $24.00    $16.50         $16.25    $13.00
     Third          $23.33    $17.25         $17.25    $12.63
     Fourth         $26.38    $21.38         $20.63    $15.63

      As  of  December 31, 1995 and March 1, 1996 the Company's  stock
closing price was $26.125 and $25.875, respectively.

      Warrants to purchase the Company's Class A Common Stock with  an
exercise  price  of $21.945 and expiring on January 3, 1999  commenced
trading on the NYSE in October 1995 with an initial trade of $7.00. At
December  31,  1995  and  March 1, 1996,  the  closing  price  of  the
Company's warrants was $11.00 and $9.00, respectively.

Holders

      As  of March 1, 1996, there were 1,059 holders of record of  the
Company's  Class A Common Stock and A.L. Industrier held  all  of  the
Company's Class B Common Stock.  Record holders of the Class A  Common
Stock   include   Cede   &   Co.,  a  clearing   agency   which   held
approximately  97%  of  the outstanding Class  A  Common  Stock  as  a
nominee.

Dividends

      The Company has declared consecutive quarterly cash dividends on
its Class A and Class B Common Stock beginning in the third quarter of
1984.   Quarterly dividends per share in 1995 and 1994 were $.045  per
quarter or $.18 per year.

Item 6.   Selected Financial Data
      The  following is a summary of selected financial data  for  the
Company and its subsidiaries. Financial data for prior years has  been
restated  to reflect the 1994 combination with A.L. Oslo as a  pooling
of interests. The data for each of the three years in the period ended
December 31, 1995 have been derived from, and all data should be  read
in  conjunction with, the audited consolidated financial statements of
the  Company, included in Item 8 of this Report.  All amounts  are  in
thousands, except per share data.

                              Years Ended December 31,
Income Statement Data (1)   1995     1994(3)   1993      1992      1991
Total revenue            $520,882  $469,263  $402,675  $358,632  $301,814
Cost of sales             302,127   275,543   233,423   194,665   162,523
  Gross profit            218,755   193,720   169,252   163,967   139,291
Selling, general and
 administrative
 expenses                 166,274   177,742   139,038   128,658   122,175
                                     
 Operating income          52,481    15,978    30,214    35,309    17,116
                                     
Interest expense          (21,993)  (15,355)  (14,996)  (18,534)  (15,070)
Other income, net            (260)    1,113     1,880     3,937     5,961
 Income from continuing
  operations before
  taxes                    30,228     1,736    17,098    20,712     8,007
Provision for taxes        11,411     3,439     6,969     7,161     3,389
 Income (loss) from
  continuing operations  $ 18,817  $ (1,703) $ 10,129  $ 13,551  $  4,618
Net income (loss)(2)     $ 18,817  $ (2,386) $ 10,129  $ 20,974  $  9,120
Average number of
 shares outstanding:
   Primary                 21,754    21,666    21,581    18,388    17,050
   Fully Diluted           22,407    21,666    21,581    21,568    21,611

Earnings per share:
 Fully diluted
  Income (loss) from
   continuing operations $    .84  $   (.08) $    .47  $    .74  $    .27
  Net income (loss)      $    .84  $   (.11) $    .47  $   1.09  $    .54
  Dividend per common
  share                  $    .18  $    .18  $    .18  $    .18  $    .16

(1)  Includes results of operations from date of acquisition of the Wade Jones
Company  (July  1994), the Lincolnton facility (March 1993), Norgesplaster A/S
(January 1993), and Able Laboratories, Inc. (October 1992).  Reflects the
adoption of Statement of Financial Accounting Standards No.  109  and No. 106
effective January 1, 1992 and January 1, 1993, respectively.

(2)  Net income includes: 1994 - extraordinary item - loss on extinguishment of
debt ($683); 1992 - cumulative effect of a change in accounting for income taxes
- - $2,614; 1992 and 1991 - Income from discontinued Human Nutrition Segment -
$4,809 and $4,502, respectively.

(3)  1994 includes transaction costs relating to the combination with A.L. Oslo
and  post-combination actions which are included in  cost  of  goods  sold
($450)  and  selling,  general and administrative ($24,200).   Amount  net after
tax of approximately $17,400.
                                 As of December 31,
Balance Sheet Data (1)    1995       1994      1993      1992      1991

Current assets           $282,886  $250,499  $202,913  $178,283  $187,416

Non-current assets        351,967   341,819   324,704   302,730   301,140

 Total assets           $634,853  $592,318  $527,617  $481,013  $488,556
Current liabilities     $169,283  $154,650  $139,205  $107,015  $125,697
Long-term debt,
  less current
  maturities              219,451   220,036   144,350   133,701   196,103
Deferred taxes and
  other non-current
  liabilities              40,929    36,344    40,129    33,454    28,449
Stockholders' equity(2)   205,190   181,288   203,933   206,843   138,307
  Total liabilities
  and equity             $634,853  $592,318  $527,617  $481,013  $488,556


(1)  Includes  accounts  from date of acquisition of  the  Wade  Jones
     Company  (July  1994),  the  Lincolnton  facility  (March  1993),
     Norgesplaster  A/S  (January 1993), and Able  Laboratories,  Inc.
     (October 1992) and the conversion of the Convertible Subordinated
     Debentures in 1992.
     
(2)  1994 reflects acquisition of A.L. Oslo accounted for as a pooling of
     interests with cash purchase price deducted from stockholders'
     equity.
     
     
Item 7.   Management's Discussion and Analysis of  Financial
          Condition and Results of Operations

Overview

     1995 was the first full year of combined operations for
ALPHARMA  INC. after the significant changes which  occurred
in  1994. The following major events occurred in 1994  which
had  a continuing ongoing effect on the Company's operations
and financial position.

       -  The  Company  acquired  the  related  Norwegian
       Human  Pharmaceutical and Animal Health businesses
       ("A.L.  Oslo") of its controlling shareholder  for
       $23.6   million  and  warrants  to  purchase   3.6
       million  shares  of the Company's Class  A  Common
       Stock.   The combination was accounted  for  in  a
       manner  similar  to a pooling of  interests  since the
       companies  were  under common  control.   All prior
       financial  statements  were  restated   to
       include  A.L.  Oslo  and the following  discussion
       reflects such restatement.
       
       -    The    Company   changed   its   name    from A.
       L.  Laboratories,  Inc. to  A.L.  Pharma  Inc.
       (simplified   to  ALPHARMA  INC.  in   1995)   and
       reorganized  its business into two main  segments. The
       Human   Pharmaceuticals   Segment   ("HPS") includes
       the    International   Pharmaceuticals Division
       ("IPD"),   the   U.S.   Pharmaceuticals
       Division  ("USPD") and the Fine Chemicals Division
       ("FCD"),  and  the Animal Health  Segment  ("AHS")
       includes the Animal Health Division ("AHD")  (both
       U.S.  and  International) and the  Aquatic  Animal
       Health Division ("AAHD").
       -  The  Company  incurred significant  charges  as
       follows:
         -    Direct  transaction  expenses  relating  to the
         acquisition of A.L. Oslo including  special
         committee   fees,  investment  banking,   legal,
         accounting  and  other expenses -  $2.9  million
         after tax.
         -    Post-combination management  actions  which
         resulted  in charges for severance,  exiting  of
         certain  businesses and product lines and  other
         related actions - $14.5 million after tax.
               -    The Company obtained a $185.0 million
          credit   facility   to  purchase   A.L.   Oslo,
          refinance a significant amount of existing long and
          short  term debt and for general corporate
          purposes.   The  refinancing of  existing  debt
          resulted in an extraordinary item for a loss on
          debt extinguishment of $.7 million after tax.
          
     In 1995 the Company continued to review and rationalize
operations  to  strengthen  its  competitive  position   and
prepare for future growth. The Company believes it is  still
in  transition in its goal of optimization and believes that
further actions and related charges may be required in  1996
and beyond. The following occurred in 1995 and had an effect
on operations:
                -     The Company announced third and fourth
          quarter  management actions which included pre-tax
          income  from  the sale of an equity  position  and
          other  rights  in  an R&D company  ($6.5  million)
          essentially  offset  by expenses  for  significant
          consulting  costs  incurred  in  the   IPD   ($4.6
          million) and further charges for severance in IPD,
          USPD and AHD ($1.7 million).
          
      On  a  comparative  basis  excluding  post-combination
management actions operating income by segment for the three
years was as follows (in millions):

                       HPS       AHS   Unallocated     Total
Operating income*
  1995                $25.5     $31.4     $(4.6)       $52.3

Operating income*
  1994                $15.2     $30.5     $(5.0)       $40.7

Operating income
  1993                $ 8.6     $28.8     $(7.2)       $30.2

       *  Excludes post-combination management actions which
       are detailed in the year on year analysis.
       
Results of Operations - 1995 Compared to 1994

      Total  revenue  increased to $520.9  million  in  1995
compared  to  $469.3 million in 1994. Operating income,  net
income and earnings per share all increased substantially in
1995  as 1994 included significant transaction expenses  and
post-combination  management  actions.  As  a  result,   the
Company reported net income of $18.8 million ($.84 per share
fully diluted) in 1995 versus a loss of $2.4 million in 1994
($.11 loss per share).
      Revenue in the Human Pharmaceuticals Segment accounted
for  $29.3 million of the consolidated revenue increase. The
IPD accounted for the major portion of the HPS increase. IPD
revenues  increased due to volume growth in Northern  Europe
and  Indonesia, the translation of sales in Norwegian Kroner
("NOK")  and Danish Kroner ("DKK") into the U.S. Dollar  and
to a lesser extent selected price increases where permitted.
Current pricing in a number of European markets continues to
be  suppressed  in  part by legislation enacted  to  contain
pharmaceutical  costs.  Oral Health  Care  ("OHC")  revenues
increased  over  $1.0 million compared to 1994  and  due  to
increased  R&D expenses the operating loss was approximately
the  same  as 1994. Sales by the FCD were approximately  the
same  as  in  1994  in local currencies but  increased  when
translated into U.S. Dollars.
     Revenues in the USPD were flat on a year to year basis.
Increases in sales of products introduced in late  1994  and
1995  (including  Cimetidine HCL Solution, Clobetasol  Cream
and  Ointment,  Clemastine Fumarate Syrup and  a  number  of
other  over  the  counter and prescription  products),  some
price increases and increased volume in a number of products
were  offset  by  declines in the volume of cough  and  cold
products sold due to a mild flu season in early 1995 as well
as  the  discontinuance  of  products  containing  iodinated
glycerol in July of 1994.
      Animal Health Segment revenues increased primarily due
to  the acquisition of the Wade Jones Company, Inc. in  July
1994.  In addition, revenue increases were achieved  due  to
higher  sales  internationally  and,  to  a  lesser  extent,
domestically,  of  disease  preventative  products  used  in
poultry  markets and sales of products made  pursuant  to  a
poultry  products distribution agreement signed  with  Merck
AgVet in July 1994. The Company has been informed that Merck
AgVet may sell the poultry products line. If it is sold  the
distribution  agreement  may  be  renegotiated.  BMDr  sales
increased  marginally with volume gains in poultry  markets,
offset  by  lower volume in the domestic swine market  which
was  impacted by adverse economic conditions experienced  by
pork  producers. The AAHD sales of fish vaccines were  lower
than  1994  due  to increased competition in  the  Norwegian
salmon  farming market, offset partially by sales  of  newly
introduced trout and other vaccines.
      On  a  consolidated basis gross profit increased $25.0
million  and the gross margin percent increased to 42.0%  in
1995 compared to 41.3% in 1994.
     Gross profit dollars in HPS accounted for a substantial
amount  of the dollar increase due to increased sales volume
(especially by the IPD), production efficiencies, the effect
of  translation of gross profits in DKK and  NOK  into  U.S.
Dollars  for  both  the  IPD  and  FCD  and  selected  price
increases  partially offset by the elimination of  sales  of
high   margin  iodinated  glycerol  products.  Gross  profit
percentages  improved  in HPS as a result  of  increases  in
gross  margin percentages and amounts in IPD and  FCD  which
have  higher  than  the  prior years  average  gross  margin
percentage. Accordingly, the overall percentage increase  is
attributable to the HPS.
      Gross  profit  dollars  in the Animal  Health  Segment
increased at a rate lower than the sales increase. The gross
profit  percent declined due to sales increases attributable
to  the  Wade  Jones  Company, Inc., a  distributor  to  the
poultry market, and sales made pursuant to a poultry product
distribution agreement with Merck AgVet. The composition  of
Animal  Health Division sales has changed with the  addition
of  these two distribution businesses which have lower gross
margins. In addition, gross profits were negatively affected
due to lower volume of high gross margin fish vaccine sales.
     Operating expenses were $166.3 million in 1995 compared
to  $177.7  million  in  1994. Operating  expenses  in  1995
include  a net benefit of $.2 million relating to 1995  post
combination  management actions. The  net  benefit  includes
income  from the sale of an equity interest and other rights
in  an  R&D company ($6.5 million) offset by the utilization
of  substantial  consulting resources focused  primarily  on
accelerating the realization of certain combination benefits
in  the IPD ($4.6 million) and severance of 77 employees  in
the IPD, USPD and AHD ($1.7 million). Operating expenses  in
1994  include $24.2 million of expenses for post combination
actions.  (See  1994  compared to 1993 for  details.)  On  a
comparable  basis operating expenses increased approximately
$13.0  million  (8.5%) compared to an 11.0% sales  increase.
Operating expenses increased due to variable selling expense
increases, additional research and development expenses, the
acquisition of the Wade Jones Company in July 1994  and  the
effect of the translation of NOK and DKK expenses into  U.S.
Dollars.

      Post  combination  and transaction  expenses  impacted
operating income by segment in 1995 and 1994 as follows:

                       HPS       AHS   Unallocated     Total
Operating income
 (loss) as reported:

        1995         $26.1      $30.8   $(4.4)         $52.5

        1994         $(3.8)     $28.5   $(8.7)         $16.0

Transaction costs
 and post-combination
 actions (income)
 expense:

    1995             $ (.7)     $  .5    $   -         $ (.2)

    1994             $19.0      $ 2.0    $ 3.7          $24.7

Operating income (loss)
 excluding transaction
 costs (1994) and post-combination
 actions:

        1995          $25.4     $31.3    $(4.4)          $52.3


        1994          $15.2     $30.5    $(5.0)          $40.7

      Interest expense increased $6.6 million for  the  year
ended 1995, due to increased debt levels resulting from  the
acquisition of A.L. Oslo in October 1994, increased  capital
expenditures  in  1994, the acquisition of  the  Wade  Jones
Company,  Inc.  in July 1994, and increased working  capital
requirements   to  support  sales  increases.  Additionally,
interest  rates have generally increased relative  to  1994.
Comparability is also affected in that the Company  restated
the  1994 financials to reflect the acquisition of A.L. Oslo
in  a manner similar to a pooling of interests. The restated
results  for 1994 do not include interest expense on  either
the  cash  consideration or actual transaction  costs  which
would have been incurred had the acquisition taken place  in
prior  periods. The Company estimates that interest  expense
calculated  on  a comparable basis in 1994 would  have  been
approximately $1.5 million higher.

      Other  income  (expense), net for  1995  includes  net
foreign  exchange  transaction losses of  approximately  $.8
million  resulting  from the translation  of  non-functional
currency receivables net of non-functional currency payables
and  forward  foreign exchange contracts.  The  losses  were
primarily  recorded by the Company's subsidiaries in  Norway
and  Denmark  in  the  first quarter of 1995  and  primarily
relate to sales denominated in currencies (i.e. U.S. Dollar,
Swedish  Kroner, British Pound and Portuguese Escudo)  which
depreciated  significantly in the first quarter compared  to
the NOK and DKK. In addition, currency losses were sustained
by  the  Company's Mexican operations due to the devaluation
of the Mexican Peso.

      The  provision  for income taxes  in  1995  was  37.8%
compared to income taxes in excess of pretax income in 1994.
The  rate in 1995 represents a more normal relationship  and
the  diminishing effect as pre-tax income increases of  non
deductible   expenses   primarily   related   to    goodwill
amortization.

Results of Operations - 1994 Compared to 1993

      Total  revenue  increased to $469.3  million  in  1994
compared  to  $402.7 million in 1993 while operating  income
and  income  before extraordinary item and  taxes  decreased
substantially   due  to  transaction  expenses   and   post-
combination  expenses  related to the  acquisition  of  A.L.
Oslo.    As  a  result,  the  Company  had  a  loss   before
extraordinary item of $1.7 million ($.08 loss per share)  in
1994 compared to income of $10.1 million ($.47 per share) in
1993.

      Revenue in the HPS accounted for $44.4 million of  the
consolidated  revenue increase.  The USPD  accounted  for  a
major  portion  of  the  increase due  primarily  to  volume
increases  achieved  in  its  liquids  (including   products
containing  iodinated glycerol), creams and  ointments,  and
suppository product lines.  The volume increase  was  fueled
by  products introduced in late 1993, (Epinephrine Mist  and
Clotrimazole   cream)  and  products  introduced   in   1994
(Cimetidine   liquid,   Clobetasol   cream   and   ointment,
Miconazole  suppositories  and Clemastine  liquid).   On  an
overall  basis  price increases for certain products  offset
and  slightly  exceeded price declines  for  other  products
caused by competitive pressures.
      IPD, including oral health care, also accounted for  a
portion of the revenue increase due primarily to volume, and
where   permitted   by  local  conditions   selected   price
increases.   Oral  health care revenues  increased  by  $2.9
million  and  the  related operating loss  declined  due  to
continued  penetration in markets where  approval  has  been
received,  especially  Sweden.   FCD  revenues  improved  by
approximately  10% due to volume increases  for  Bacitracin,
Vancomycin  and Amphotericin B and selected price  increases
for Polymyxin and Bacitracin.
      AHS  revenue increased $22.3 million primarily due  to
the  acquisition of Wade Jones Company in July 1994,  higher
volume sales of BMDr and international and domestic sales of
disease  preventative products used in poultry markets.   In
addition,  sales  volume  of fish  vaccines,  primarily  for
salmon, increased approximately 10% compared to 1993.
      On  a  consolidated basis gross profit increased $24.5
million   while   the   gross  margin  percentage   declined
marginally from 42.0% to 41.3% in 1994.

      Gross  profit dollars in the HPS increased at  a  rate
consistent  with  the sales increase as the aggregate  gross
profit  percentage improved slightly compared to 1993.   The
USPD  increased significantly in dollars and  marginally  in
percent as overall product volume increases and higher value
added  new  products  offset continued high  production  and
operating   costs  incurred  to  maintain  compliance   with
"Current  Good Manufacturing Practices" ("CGMP").   IPD  and
FCD  generally maintained gross margins in line with revenue
increases.

      Gross  profit dollars in the AHS increased at  a  rate
less  than  the  sales increase as the gross margin  percent
declined  slightly.  The gross margin percent  for  the  AHD
declined  mainly due to competitive pressure on BMDr  prices
and  due  to  the acquisition of the Wade Jones  Company,  a
distributor  to the poultry market, and sales made  pursuant
to  a  distribution agreement with Merck AgVet  for  poultry
products.   The  gross  profits earned in  the  distribution
business  are  generally  lower  than  manufacturing   gross
profits.   Gross profits earned by the AAHD as a  percentage
of sales were generally maintained as sales increased.

      Operating  expenses on a consolidated basis  increased
$38.7  million  compared  to 1993.   Included  in  operating
expenses are $24.2 of expenses for transaction costs and for
post-combination  actions  by  management  relating  to  the
combination with A.L. Oslo.

      If  the transaction and post-combination expenses were
excluded the operating expense increase was $14.5 million or
10.4% compared to a 16.5% revenue increase.

     Operating expenses, not including transaction and post
combination  expenses, in the HPS increased due to  variable
selling  expenses  related to volume  increases,  additional
research  and development expenses for planned  projects  in
process, and additional costs incurred in USPD in setting up
a  Central Distribution Center in 1994.  Operating expenses,
excluding transaction and post-combination expenses, for the
AHS  increased due to the acquisition of Wade Jones in  July
1994,  increases in variable selling expenses and  increases
in research and development expenses.
      Including transaction and post-combination costs operating  income
was $16.0 million in 1994 compared to $30.2 million in 1993.  By segment
operating income was impacted as follows (in millions):
                               HPS       AHS    Unallocated  Total

Operating income (loss)
  as reported                 $(3.8)     $28.5      $(8.7)    $16.0

Transaction costs and
  post-combination
  actions                     $19.0      $ 2.0      $ 3.7     $24.7

Operating income (loss)
  excluding transaction
  costs and post-combination
  actions  - 1994             $15.2      $30.5      $(5.0)    $40.7

Operating income (loss) -
  1993                        $ 8.6      $28.8      $(7.2)    $30.2

      Post-combination charges reflect the following management  actions
for the HPS:  severance of $2.9 million for employees eliminated due  to
redundancy,  $8.8 million (including the write off of  $5.8  million  of
intangibles)  for the exit of the USPD from the tablet business  in  the
U.S., $3.4 million for a write off of an intangible relating to an  oral
health  care  product which will no longer be marketed, $.9 million  for
the write down to fair market value of land which will be held for sale,
$2.5  million  for  an  accelerated payment for contractually  committed
research  and development relating to a project which will no longer  be
funded  by  the  Company and $.5 million for closing sales  offices  and
eliminating duplicate distributors and other.

      Post-combination management actions for the AHS relate to AAHD and
include  the  exiting of an antibiotic product and related equipment  of
$1.7 million and severance of $.3 million.

      Unallocated expenses relate primarily to Corporate functions and
include  severance  for redundant personnel of $.6  million  and  $3.1
million  for transaction expenses primarily for legal, accounting  and
investment   banking  services  incurred  in  1994  to  complete   the
combination.   1993  unallocated expenses include  approximately  $1.0
million for pre-combination transaction costs.

    The transaction costs and charges for post-combination management
actions,  a  majority of which did not use cash,  are  anticipated  to
lower   future   expenses   (i.e.   eliminate   redundant   employees,
distributors,  etc.)  and  allow  management  to  focus  on  its  core
businesses  (i.e.  eliminate  U.S. tablet  business  and  other  minor
products  and  exit non core research and development projects).   The
Company  has  provided for the exiting of the U.S. tablet business  by
the  preferred  exit plan (i.e. sale).  If the exit  by  sale  is  not
achieved an adjustment for additional future costs could be required.

      Interest expense increased $.4 million in 1994 to $15.4  million
due  primarily to additional debt incurred for the acquisition of A.L.
Oslo  and  capital expenditures in the U.S., and higher U.S.  interest
rates  in  the  latter  part of 1994.  Partially  offsetting  domestic
increases  was lower foreign interest expense due primarily  to  lower
rates  relative to 1993.  As required the Company restated  the  prior
years results of operations to reflect the acquisition of A.L. Oslo in a
manner similar to a pooling of interests.  Previous restated periods
do  not  include the interest expense on the purchase price  of  $23.6
million and other transaction costs which would have been incurred had
the  acquisition actually taken place in prior periods.   The  Company
estimates interest calculated on a comparable basis for 1994 and  1993
would  have  been approximately $1.5 million and $2.0 million  higher,
respectively.
      The  provision for income taxes in 1994 exceeded pre-tax  income
compared  to  a  more  representative 40.8% tax  rate  in  1993.   The
disproportionate relationship is the result of low pre-tax income (due
to the transaction costs and post-combination actions) which magnifies
the   effect   of   non-deductible   expenses   principally   goodwill
amortization and portions of the transaction costs capitalized for tax
purposes.

      Results  for 1994 include an extraordinary item for  a  loss  on
extinguishment of debt.  The loss of $.7 million ($1.1 million less  a
tax  benefit  of  $.4  million) results from  the  expensing  of  debt
issuance  costs  related  to the previously  existing  debt  when  the
Company refinanced such debt with a $185.0 million credit agreement.

Inflation

     The effect of inflation on the Company's operations during 1995,
1994 and 1993 was not significant.

Governmental Actions affecting the Company

      The  Company's  operations  in  all  countries  are  subject  to
regulation  which  includes  inspections of manufacturing  facilities,
requires approvals to market products, and can result in the recall of
products and suspension of production.  In the United States the  Food
and  Drug  Administration (FDA) has imposed more stringent  regulatory
requirements on the pharmaceutical industry.

      The U.S. manufacturing companies included in the Company's Human
Pharmaceuticals  Segment, Barre, NMC, and Able, are affected  in  that
they are required to comply with the FDA's interpretation of CGMP.  In
this  regard,  Barre and Able are parties to separate consent  decrees
with  the  FDA which define the specific standards they must  meet  to
comply with CGMP.

      In  1993, 1994 and 1995, regulatory compliance has continued  to
affect costs directly by requiring the addition of personnel, programs
and  capital  and  indirectly  by adding activities  without  directly
increasing  efficiency.   The  costs  both  direct  and  indirect   of
regulatory  compliance  (which have increased  in  recent  years)  may
continue to increase in the future.

      In July 1994, the Company ceased the marketing of products which
contain  iodinated  glycerol.  The cessation  was  the  result  of  an
industry  wide banning of such products by the FDA.  Because  the  FDA
allowed  for  an  orderly cessation of sales  of  these  products  the
immediate impact was minimized.

      Iodinated glycerol products represented approximately 2% of  the
Company's  1994  sales  and the loss of sales of  these  products  has
negatively impacted the Company's 1995 operations.

      The  Company  and  its subsidiaries have filed  applications  to
market  products  with  regulatory  agencies  both  in  the  U.S.  and
internationally.   The  timing  of  receipt  of  approvals  of   these
applications  can significantly increase future revenues  and  income.
The  Company  cannot  control or predict with  accuracy  whether  such
applications will be approved or the timing of their approval.
Post Combination Management Actions

      In  December 1994, the Company announced a number of  management
actions  which included staff reductions and certain product line  and
facilities   rationalizations  as  a  first  step   toward   realizing
combination synergies and maximizing the overall position of the newly
combined  Company. As a part of the December 1994 management  actions,
the  Company  discontinued funding research projects relating  to  the
colonic  delivery of drugs and committed to disposing of the resultant
equity interest in the R&D company performing the research.
      In  September 1995, the Company announced additional  management
actions which continue the process begun in December 1994. The actions
include  elimination of up to 130 positions company-wide (77 employees
were  severed  in  1995),  further  efforts  toward  consolidation  of
operations  in  the  Company's USPD, the  utilization  of  substantial
consulting resources focused primarily on accelerating the realization
of  certain combination benefits in the IPD and the sale in  September
of  its  minority equity position and certain other rights in the  R&D
company.
      In  addition, announced management actions related to  the  USPD
include  a  plan  to transfer all suppository and cream  and  ointment
production  from  two  present  locations  to  the  Lincolnton,   N.C.
location.  The transfer of prescription products requires the  Company
to  obtain  the approval of the FDA for each product transferred.  The
entire  process is expected to take from 18 to 24 months. The process,
however, may take longer due to the required FDA approval. The Company
cannot  predict with certainty FDA timing or approval. Because of  the
time  necessary to achieve the transfer the Company has  instituted  a
retention program which assures each NMC employee a retention  payment
if  the employee remains employed until terminated by the Company.  If
the  employee  leaves  of their own accord no  payment  is  made.  The
Company  has  commenced accruing the estimated retention payment  over
the  period  which  employees are expected  to  be  employed.  If  all
affected  employees stay until termination the Company  estimates  the
retention payments will total approximately $2.0 million.
      As  part of the post-combination management actions in 1994  the
Company  provided for the exiting of the U.S. tablet business  by  the
most  probable exit plan (i.e. sale). However, if such  exit  by  sale
should  fail  to  be consummated, an adjustment for additional  future
costs  (including  severance for tablet business employees)  could  be
required.  The  Company  was  not successful  in  selling  the  tablet
business  in  1995  although  extensive negotiations  were  held  with
prospective   buyers.  Efforts  to  sell  the  tablet   business   are
continuing.

      The  1994 and 1995 post-combination management actions  included
severing certain employees. As a result of the personnel actions,  the
Company believes that approximately $4.6 million of annual payroll and
payroll related costs have been eliminated.

      The  Company  is  continuing  to study  other  opportunities  to
rationalize  personnel functions and operations, both selectively  and
on  a location basis, and accordingly, similar management actions  may
be  initiated in the future.  In 1996, the IPD has continued incurring
consulting  expenses (at a reduced level from 1995) and is taking  and
considering   additional  actions  which  are  designed   to   further
strengthen  the competitive nature of the division by lowering  costs.
In  the  first  quarter  of 1996, the IPD has  severed  30  sales  and
marketing  personnel primarily in the Nordic countries and will  incur
termination related costs of approximately $1.5 million.  The  Company
also  announced that a preliminary study of production rationalization
alternatives  between the IPD's Copenhagen, Denmark and  Lier,  Norway
manufacturing facilities has identified potential benefits.  Based  on
these  findings, a detailed study is being initiated which is expected
to  be  completed in the second quarter of 1996.  The Company  expects
that  the  detailed  study  will result in  a  formal  rationalization
proposal  which  may result in charges for severance, write  downs  of
fixed  assets,  and  other exit costs.  Any  such  plan  will  require
approval by the Board of Directors.
European Operations
     The fluctuations of European currencies have and will continue to
impact  the Company's European operations which comprise approximately
40%  of revenues in 1995.  In addition, many European governments have
enacted or are in the process of enacting mechanisms aimed at lowering
the  cost  of pharmaceuticals.  Currency fluctuations and governmental
actions  to  reduce  or  not allow increases of prices  have  affected
revenue.   The Company cannot predict future currency fluctuations  or
future  governmental pricing actions or their impact on the  Company's
results.

Liquidity and Capital Resources

      At  December  31, 1995, stockholders' equity was $205.2  million
compared  to $181.3 million and $203.9 million at December  31,  1995,
1994  and  1993, respectively.  The ratio of long-term debt to  equity
was  1.07:1,  1.21:1 and .71:1 at December 31, 1995,  1994  and  1993,
respectively.  The  increase in stockholder's  equity  and  subsequent
improvement in the ratio in 1995 primarily reflects the 1995  earnings
of  the  Company  and an increase in the translation adjustment  ($7.8
million)  due  to the strengthening of the DK and NOK in 1995  coupled
with scheduled 1995 repayments of long-term debt. The increase in  the
ratio  from  1993  to  1994 reflects the financing  required  for  the
acquisition  of A.L. Oslo, significant capital expenditures  in  1994,
and   increased  working  capital  requirements.   Additionally,   the
required accounting for the A.L. Oslo acquisition magnified the change
in  the  1994 ratio since restated prior year financials include  A.L.
Oslo's  equity  as  part  of restated stockholders'  equity  and  upon
acquisition, the cash purchase price, $23.6 million, was deducted from
stockholders' equity and in effect, added to long-term debt (i.e.  the
acquisition was financed).

      Working capital at December 31, 1995 was $113.6 million compared
to  $95.8  million and $63.7 million at December 31,  1993  and  1992,
respectively.   The  current ratio was 1.67:1  at  December  31,  1995
compared  to  1.62:1  and  1.46:1  at  December  31,  1994  and  1993,
respectively.

      Working  capital  increased in 1995 relative to  1994  and  1993
primarily  due  to  increases  in accounts  receivable  and  inventory
partially  offset  by  an  increase in accounts  payable  and  accrued
expenses.   Accounts  receivable increased due to  seasonal  sales  of
liquid pharmaceuticals by the USPD, and increased fourth quarter sales
by the European subsidiaries.

      Inventory  increased due to planned increases in  Animal  Health
inventories and higher inventories for European subsidiaries  to  meet
higher expected demand.

      All  working  capital elements also increased in  1995  in  U.S.
Dollars  as  the  functional  currencies of  the  Company's  principal
foreign   subsidiaries,  the  Danish  Krone   and   Norwegian   Krone,
strengthened  versus  the  U.S.  Dollar  as  compared   to   1994   by
approximately 9% and 7%, respectively.  The approximate  increase  due
to   currency  translation  was:  accounts  receivable  $4.1  million,
inventory $3.6 million and accounts payable and accrued expenses  $2.9
million.

      The  Company presently has various capital expenditure  programs
under  way  and  planned  including the expansion  of  a  fermentation
facilities in Copenhagen, Denmark and Skoyen and Overhalla, Norway. In
1995,  the  Company's capital expenditures were $24.8 million  and  in
1996 the Company plans to spend a higher amount than 1995.
      If  anticipated  sales  growth  occurs  the  Company  will  have
increased working capital requirements.
      At  December  31, 1995, the Company had $27.5 million  available
under existing short-term unused lines of credit and $18.4 million  in
cash.   In addition, the Company has $11.0 million available in Europe
under  long-term lines of credit and $30.0 million available  under  a
revolving  credit  facility which was included in the  $185.0  million
credit  facility.  The Company believes that the combination  of  cash
from  operations  and funds available under existing lines  of  credit
will be sufficient to cover its currently planned operating needs.   A
substantial portion of the Company's short-term and long-term debt  is
at  variable  interest rates. At December 31, 1995,  the  Company  has
entered  into interest rate agreements to fix the interest  rates  for
$65.0  million of the variable debt at 5.655% plus the required margin
through  October 1988 and for $7.9 million of debt at  5.13%  for  six
months.  The  Company  is  considering  similar  transactions  to  fix
additional  variable rate debt for specified periods to  minimize  the
impact of future changes in interest rates. The Company's policy is to
selectively  enter  into "plain vanilla" agreements  to  fix  interest
rates for existing debt if it is deemed prudent.
      The  $185.0  million credit facility contains various  financial
covenants  including  the  maintenance of minimum  equity  to  assets,
current  and  interest  coverage ratios.  The equity  to  asset  ratio
requires  the Company maintain stockholders' equity (plus adjustments)
of  at least 30% of total assets.  Unless waived,  this ratio will  in
effect  require  the  Company to issue equity  in  the  near  term  if
significant  additional funding for acquisitions or other purposes  is
required.
Item 8.   Financial Statements and Supplementary Data
      See  page  F-1 of this Report, which includes an  index  to  the
consolidated financial statements and financial statement schedule.
Item 9.   Changes  in and Disagreements With Accountants on Accounting
          and Financial Disclosure

     Not applicable.


                            PART III
Item 10.  Directors and Executive Officers of the Registrant
      The  information as to the Directors of the Registrant set forth
under the sub-caption "Board of Directors" appearing under the caption
"Election of Directors" of the Proxy Statement relating to the  Annual
Meeting  of  Shareholders  to be held on May  30,  1996,  which  Proxy
Statement  will be filed on or prior to April 8, 1996, is incorporated
by  reference  into this Report.  The information as to the  Executive
Officers  of  the  Registrant is included in Part I hereof  under  the
caption  Item  1A "Executive Officers of the Registrant"  in  reliance
upon  General  Instruction G to Form 10-K and Instruction  3  to  Item
401(b) of Regulation S-K.


Item 11.  Executive Compensation

      The information to be set forth under the subcaption "Directors'
Fees  and  Related Information" appearing under the caption "Board  of
Directors"  of the Proxy Statement relating to the Annual  Meeting  of
Shareholders to be held on May 30, 1996, which Proxy Statement will be
filed  on  or  prior to April 8, 1996, and the information  set  forth
under  the caption "Executive Compensation and Benefits" in such Proxy
Statement is incorporated into this Report by reference.
Item  12.   Security  Ownership  of  Certain  Beneficial  Owners   and
Management
      The  information  to  be set forth under the  caption  "Security
Ownership  of  Certain  Beneficial  Owners"  of  the  Proxy  Statement
relating to the Annual Meeting of Stockholders expected to be held  on
May  30,  1996,  is incorporated into this Report by reference.   Such
Proxy Statement will be filed on or prior to April 8, 1996.
      There are no arrangements known to the Registrant, the operation
of which may at a subsequent date result in a change in control of the
Registrant.
Item 13.  Certain Relationships and Related Transactions
      The  information  to  be set forth under  the  caption  "Certain
Related   Transactions  and  Relationships"  of  the  Proxy  Statement
relating to the Annual Meeting of Stockholders expected to be held  on
May  30,  1996,  is incorporated into this Report by reference.   Such
Proxy Statement will be filed on or prior to April 8, 1996.

                            PART IV
Item  14.  Exhibits, Financial Statement Schedules and Reports on Form
8-K
List of Financial Statements
      See  page  F-1  of  this  Report, which  includes  an  index  to
consolidated financial statements and financial statement schedule.
List of Financial Statement Schedule
      See  index  to  consolidated financial statements and  financial
statement schedule, which appears at page F-1 of this Report.
List  of Exhibits  (numbered in accordance with Item 601 of Regulation
S-K)
      3.1A   Amended and Restated Certificate of Incorporation of  the
Company,  dated  September 30, 1994 and filed with  the  Secretary  of
State  of  the  State  of Delaware on October 3, 1994,  was  filed  as
Exhibit  3.1 to the Company's 1994 Annual Report on Form 10-K  and  is
incorporated by reference.

       3.1B     Certificate  of  Amendment  of  the   Certificate   of
Incorporation of the Company dated September 15, 1995 and  filed  with
the Secretary of State of Delaware on September 15, 1995 was filed  as
Exhibit  3.1  to  the  Company's Amendment No. 1  to  Form  S-3  dated
September  21, 1995 (Registration on No. 33-60029) and is incorporated
by reference.

      3.2    Amended and Restated By-Laws of the Company, effective as
of  October  3, 1994, were filed as Exhibit 3.2 to the Company's  1994
Annual Report on Form 10-K and is incorporated by reference.

      4.1     Reference is made to Article Fourth of the  Amended  and
Restated  Certificate  of  Incorporation  of  the  Company  which   is
referenced as Exhibit 3.1 to this Report.

      4.2     Warrant  Agreement between the  Company  and  The  First
National Bank of Boston, as warrant agent, was filed as an Exhibit 4.2
to  the  Company's 1994 Annual Report on Form 10-K and is incorporated
by reference.
      10.1    $185,000,000  Credit Agreement among A.L.  Laboratories,
Inc.,(now  known  as ALPHARMA U.S. INC.) as Borrower,  Union  Bank  of
Norway, as agent and arranger, and Den norske Bank AS, as co-arranger,
dated  September 28, 1994, was filed as Exhibit 10.1 to the  Company's
1994 Annual Report on Form 10-K and is incorporated by reference.

      Copies  of debt instruments (other than those listed above)  for
which  the  related  debt does not exceed 10%  of  consolidated  total
assets  as  of  December 31, 1995 will be furnished to the  Commission
upon request.

      10.2    Parent Guaranty, made by the Company in favor  of  Union
Bank of Norway, as agent and arranger, and Den norske Bank AS, as  co
arranger,  dated September 28, 1994 was filed as Exhibit 10.2  to  the
Company's  1994  Annual  Report on Form 10-K and  is  incorporated  by
reference.

     10.3   Restructuring Agreement, dated as of May 16, 1994, between
the  Company  and  Apothekernes Laboratorium A.S (now  known  as  A.L.
Industrier  AS)  was  filed  as Exhibit  A  to  the  Definitive  Proxy
Statement  dated  August  22,  1994  and  is  incorporated  herein  by
reference.

      10.4    Employment Agreement dated January 1, 1987,  as  amended
December  12,  1989,  between I. Roy Cohen and the  Company  and  A.L.
Laboratories,  Inc.  was filed as Exhibit 10.3 to the  Company's  1989
Annual Report on Form 10-K and is incorporated herein by reference.

       10.5     Control  Agreement  dated  February  7,  1986  between
Apothekernes  Laboratorium A.S (now known as A.L. Industrier  AS)  and
the  Company  was filed as Exhibit 10.10 to the Company's 1985  Annual
Report on Form 10-K and is incorporated herein by reference.

      10.6    Amendment  to Control Agreement dated  October  3,  1994
between   A.L.   Industrier  AS  (formerly   known   as   Apothekernes
Laboratorium  A.S) and the Company was filed as Exhibit  10.6  to  the
Company's  1994  Annual  Report on Form 10-K and  is  incorporated  by
reference.

     10.7   The Company's 1983 Incentive Stock Option Plan, as amended
through June 7, 1995 is filed as an Exhibit to this Report.

      10.8    Employment  agreement dated July 30,  1991  between  the
Company  and  Jeffrey  E.  Smith was filed  as  Exhibit  10.8  to  the
Company's  1991 Annual Report on Form 10-K and is incorporated  herein
by reference.

      10.9    Employment agreement between the Company and  George  S.
Barrett dated December 31, 1995 is filed as an Exhibit to this Report.

      10.10   Employment Agreement between the Company  and  David  E.
Cohen dated December 31, 1995 is filed as an Exhibit to this Report.

      10.11   Lease Agreement between A.L. Industrier AS, as landlord,
and ALPHARMA AS, as tenant, dated October 3, 1994 was filed as Exhibit
10.10  to  the  Company's  1994 Annual Report  on  Form  10-K  and  is
incorporated by reference.

      10.12  Administrative Services Agreement between A.L. Industrier
AS and ALPHARMA AS dated October 3, 1994 was filed as Exhibit 10.11 to
the  Company's 1994 Annual Report on Form 10-K and is incorporated  by
reference.

      10.13   Employment agreement dated March 14,  1996  between  the
Company and Einar W. Sissener is filed as an exhibit to this report.
       10.14   Employment  contract  dated  October  5,  1989  between
Apothekernes  Laboratorium  A.S (transferred  to  A.L.  Oslo  per  the
combination transaction) and Ingrid Wiik was filed as Exhibit 10.13 to
the  Company's 1994 Annual Report on Form 10-K and is incorporated  by
reference.
       10.15   Employment  contract  dated  October  5,  1989  between
Apothekernes  Laboratorium  A.S (transferred  to  A.L.  Oslo  per  the
combination  transaction) and Thor Kristiansen was  filed  as  Exhibit
10.14  to  the  Company's  1994 Annual Report  on  Form  10-K  and  is
incorporated by reference.

       10.16   Employment  contract  dated  October  2,  1991  between
Apothekernes  Laboratorium  A.S (transferred  to  A.L.  Oslo  per  the
combination  transaction) and Knut Moksnes was filed as Exhibit  10.15
to  the  Company's 1994 Annual Report on Form 10-K and is incorporated
by reference.

      11      Computation of Earnings per Common Share for  the  years
ended December 31, 1995, 1994 and 1993.

      21      A list of the subsidiaries of the Registrant as of March
18, 1996 is filed as an Exhibit to this Report.

       23       Consent  of  Coopers  &  Lybrand  L.L.P.,  Independent
Accountants, is filed as an Exhibit to this Report.

     27     Financial Data Schedule

      See  exhibit  index  on Page E-1 for exhibits  filed  with  this
report.

Report on Form 8-K

     On October 16, 1995, the Company filed a report on Form 8-K dated
October  9, 1995 reporting Item 5. "Other events". The event  reported
was  the  listing of the warrants for trading on the  New  York  Stock
Exchange.
Undertakings

      For  purposes  of  complying with the amendments  to  the  rules
governing Form S-8 (effective July 13, 1990) under the Securities  Act
of  1933,  the  undersigned Registrant hereby undertakes  as  follows,
which undertaking shall be incorporated by reference into Registrant's
Registration Statement on Form S-8 No. 33-60495:


      Insofar  as  indemnification for liabilities arising  under  the
Securities  Act  of 1933 may be permitted to directors,  officers  and
controlling  persons  of  the Registrant  pursuant  to  the  foregoing
provisions, or otherwise, the Registrant has been advised that in  the
opinion of the Securities and Exchange Commission such indemnification
is  against public policy as expressed in the Securities Act  of  1933
and  is,  therefore, unenforceable.  In the event  that  a  claim  for
indemnification against such liabilities (other than  the  payment  by
the Registrant of expenses incurred or paid by a director, officer  or
controlling person of the Registrant in the successful defense of  any
action,  suit or proceeding) is asserted by such director, officer  or
controlling person in connection with the securities being registered,
the  Registrant will, unless in the opinion of its counsel the  matter
has  been  settled  by controlling precedent, submit  to  a  court  of
appropriate jurisdiction the question whether such indemnification  by
it  is  against  public policy as expressed in the  Act  and  will  be governed
by the final adjudication of such issue.
                           SIGNATURES
     Pursuant to the requirements of Section 13 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
March 22, 1996                ALPHARMA INC.
                              Registrant


                              By: /s/ Einar W. Sissener
                                  Einar W. Sissener
                                  Chairman, Director and
                                  Chief Executive Officer

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


Date:  March 22, 1996              /s/ Einar W. Sissener
                                   Einar W. Sissener
                                   Chairman, Director and
                                   Chief Executive Officer



Date:  March 22, 1996              /s/ Jeffrey E. Smith
                                   Jeffrey E. Smith
                                   Vice President, Finance and
                                   Chief Financial Officer
                                   (Principal accounting officer)




Date:  March 22, 1996              /s/ I. Roy Cohen
                                   I. Roy Cohen
                                   Director and Chairman of the
                                   Executive Committee




Date:  March 22, 1996              /s/ Thomas G. Gibian
                                   Thomas G. Gibian
                                   Director and Chairman of the Compensation
                                   Committee
                                   
                                   
                                   
Date:  March 22, 1996              /s/ Glen E. Hess
                                   Glen E. Hess
                                   Director



Date:  March 22, 1996              /s/ Peter G. Tombros
                                   Peter G. Tombros
                                   Director and Chairman
                                   of the Audit Committee



Date:  March 22, 1996              /s/ Georg W. Sverdrup
                                   Georg W. Sverdrup
                                   Director



Date:  March 22, 1996              /s/ Erik G. Tandberg
                                   Erik G. Tandberg
                                   Director



Date:  March 22, 1996              /s/ Gert Munthe
                                   Gert Munthe
                                   Director



    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
                                
                         ______________
                                
                                
                                                       Page

Consolidated Financial Statements:

  Report of Independent Accountants                         F-2

  Consolidated Balance Sheet at
     December 31, 1995 and 1994                      F-3 to F-4

  Consolidated Statement of Operations for
     the years ended December 31, 1995,
     1994 and 1993                                     F-5

  Consolidated Statement of Stockholders'
     Equity for the years ended
     December 31, 1995, 1994 and 1993                F-6 to F-8

  Consolidated Statement of Cash Flows
     for the years ended December 31, 1995,
     1994 and 1993                                   F-9 to F-10

  Notes to Consolidated Financial Statements         F-11 to F-44
                                 
Financial Statement Schedule:

 Schedule II - Valuation and Qualifying Accounts
   for the years ended December 31, 1995,
   1994 and 1993                                       F-45

Financial  statement schedules other than Schedule II are omitted  for
the reason that they are not applicable or the required information is
included in the consolidated financial statements or notes thereto.
               REPORT OF INDEPENDENT ACCOUNTANTS
               
To the Stockholders and
 Board of Directors of
 ALPHARMA INC.:

     We have audited the consolidated financial statements and the
financial statement schedule of ALPHARMA INC. and Subsidiaries
(formerly A.L. Pharma Inc.) (the "Company") listed in the index on page
F-1 of this Form 10-K.  These financial statements and financial
statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
     In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of  ALPHARMA INC. and Subsidiaries as of December 31, 1995 and 1994 and
the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles. In addition,
in our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the information
required to be included therein.
     As discussed in Note 2 to the consolidated financial statements,
effective January 1, 1993, the Company changed its method of accounting
for postretirement benefits other than pensions.




                                        COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
March 4, 1996
                    ALPHARMA INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEET
                   (In thousands, except share data)
                                           December  31,
                                           1995       1994
ASSETS
Current assets:
 Cash and cash equivalents              $ 18,351      $ 15,512
 Accounts receivable, net                132,161      119,084
 Inventories                             120,084      106,297
 Prepaid expenses and other
 current assets                           12,290         9,606

     Total current assets                282,886       250,499

Property, plant and equipment, net        212,176      202,903
Intangible assets, net                   128,186       128,758
Other assets and deferred charges         11,605        10,158

       Total assets                     $634,853      $592,318

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt       $ 13,160     $ 13,288
 Short-term debt                          62,695        61,196
 Accounts payable                         38,343        31,153
 Accrued expenses                         48,435       46,651
 Accrued and deferred income taxes          6,650        2,362
     Total current liabilities           169,283       154,650
Long-term debt                           219,451       220,036
Deferred income taxes                     30,961        27,528
Other non-current liabilities              9,968         8,816
Stockholders' equity:
 Preferred stock, $1 par value,
   no shares issued
 Class A Common Stock, $.20
   par value, 13,699,592 and
   13,618,791 shares issued                2,740         2,724
 Class B Common Stock, $.20 par value,
  8,226,562 shares issued                  1,646         1,646
 Additional paid-in capital              120,357       118,833
 Foreign currency translation adjustment   15,884        8,125
 Retained earnings                        70,385        55,482
 Treasury stock, 263,017 and 248,920
  shares of Class A Common Stock,
  at cost                                (5,822)       (5,522)
     Total stockholders' equity          205,190       181,288
         Total liabilities and
          stockholders' equity          $634,853      $592,318


            See notes to consolidated financial statements.
                    ALPHARMA INC. AND SUBSIDIARIES CONSOLIDATED
                 STATEMENT OF OPERATIONS (In thousands, except
                 per share data)

                 
                                      Years Ended December 31,
                                     1995     1994       1993

Total revenue                     $520,882  $469,263   $402,675
  Cost of sales                    302,127   275,543    233,423
Gross profit                       218,755   193,720    169,252
  Selling, general and
    administrative expenses        166,274   177,742    139,038
Operating income                    52,481    15,978     30,214
  Interest expense                (21,993)  (15,355)   (14,996)
     Other income (expense), net    (260)    1,113    1,880
                                
Income before provision for income
 taxes, and extraordinary item      30,228      1,736    17,098
                                
     Provision for income taxes     11,411     3,439      6,969
Income (loss) before extraordinary
    item                            18,817    (1,703)    10,129

Extraordinary item, net of tax     _______      (683)   _______

Net income (loss)                 $ 18,817 $ (2,386)   $ 10,129

Average common shares outstanding:
  Primary                           21,754    21,666     21,581
  Fully diluted                     22,407    21,666     21,581

Earnings per common share:
Primary
  Income (loss) before extraordinary
    item                           $    .86  $   (.08)  $  .47
  Net income (loss)                 $   .86  $   (.11)  $  .47
Fully diluted
  Income (loss) before extraordinary
    item                            $    .84  $   (.08)  $ .47
  Net income (loss)                 $   .84  $   (.11)   $  .47

            See notes to consolidated financial statements.
<TABLE>
                         ALPHARMA INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (COMMON
                             STOCK ACCOUNTS)
                        (In thousands, except share data)



<CAPTION>
                                           Class    Class
                                             A        B
                                          Common    Common
                                           Stock    Stock   Treasury Stock    Total
                                  Common                                        Common
                                  Shares   Par      Par     Shares            Stock
                                  Issued   Value    Value   Held     Cost    Accounts

<S>                           <C>          <C>      <C>    <C>       <C>       <C>             

Balance, December 31, 1992    21,699,041   $2,694   $1,646 (206,998) $(4,410)  $   (70)

Purchase of treasury stock                                  (40,212)  (1,088)    (1,088)
Exercise of stock options
(Class A) and other               57,574       13                                    13
Employee stock purchase plan      37,630        7                                     7
Balance, December 31, 1993    21,794,245   $2,714   $1,646 (247,210) $(5,498)  $(1,138)

Purchase of treasury stock                                   (1,710)     (24)      (24)
Exercise of stock options
(Class A)                          2,750        1                                    1
Employee stock purchase plan      48,358        9                                         9
Balance, December 31, 1994    21,845,353   $2,724    $1,646 (248,920) $(5,522)  $(1,152)

Purchase of treasury stock                                   (14,097)    (300)     (300)
Exercise of stock options
(Class A)                         44,025        9                                     9
Employee stock purchase plan      36,776        7                                     7
Balance, December 31, 1995    21,926,154   $2,740    $1,646 (263,017) $(5,822)  $(1,436)

</TABLE>

<TABLE>

                         ALPHARMA INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        (In thousands, except share data)
       
<CAPTION>
                                                 Foreign                  Total
                                Common     Additional   Currency                 Stock-
                                Stock      Paid-In      Translation  Retained    holders'
                                Accounts   Capital      Adjustment   Earnings    Equity

<S>                             <C>        <C>          <C>          <C>         <C>           

Balance, December 31, 1992      $   (70)   $109,877     $ 6,643      $90,393     $206,843
Net income - 1993                                                     10,129      10,129
Dividends declared
  ($.18 per common share)                                             (3,873)    (3,873)
Net foreign currency
  translation adjustment                                 (6,336)                 (6,336)
Purchase of treasury stock       (1,088)                                         (1,088)
Tax benefit realized from
  stock option plan                             311                                  311
Exercise of stock options
  (Class A) and other                13         586                                  599
Employee stock purchase plan          7         699                                  706
Remittances from A.L. Oslo to
 A.L. Industrier                                                      (3,358)     (3,358)

Balance, December 31, 1993      $(1,138)   $111,473     $    307     $93,291     $203,933

Net loss - 1994                                                       (2,386)   (2,386)
Dividends declared
  ($.18 per common share)                                             (3,893)   (3,893)
Net foreign currency
  translation adjustment                                   7,818                 7,818
Purchase of treasury stock          (24)                                           (24)
Exercise of stock options
  (Class A)                           1          30                                 31
Employee stock purchase plan          9         778                                787
Remittances from A.L. Oslo to
 A.L. Industrier                                                      (1,384)     (1,384)
Appropriation of retained
  earnings equal to cash
  purchase price for A.L.
  Oslo                                        23,594                 (23,594)
Purchase of A.L. Oslo
  Cash paid                                  (23,594)                             (23,594)
Warrants issued                                6,552                  (6,552)

Balance, December 31, 1994      $(1,152)    $118,833      $  8,125   $55,482     $181,288

Net income - 1995                                                     18,817      18,817
Dividends declared
  ($.18 per common share)                                             (3,914)   (3,914)
Net foreign currency
  translation adjustment                                     7,759               7,759
Tax benefit realized from
  stock option plan                              137                               137
Purchase of treasury stock         (300)                                          (300)
Exercise of stock options
  (Class A)                           9          578                               587
Employee stock purchase plan          7          809                               816


Balance, December 31, 1995      $(1,436)    $120,357      $ 15,884    $70,385 $205,190

</TABLE>


                 See notes to consolidated financial statement.
                    ALPHARMA INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands of
                       dollars)

                                              Years Ended December 31,
                                             1995       1994      1993
Operating activities:
  Net income (loss)                       $18,817  $ (2,386)   $ 10,129
  Adjustments to reconcile net income
    (loss) to net cash provided by
    operating activities:
  Depreciation and amortization            31,022     26,773    23,842
  Deferred income taxes                     1,054    (5,506)       493
  Noncurrent asset writeoffs                          14,841
  Extraordinary item                                     683
  Change in assets and liabilities, net
    of effects from business
    acquisitions:
     (Increase) in accounts
        receivable                        (9,295)   (14,864)   (16,000)
     (Increase) in inventory             (10,468)   (11,639)    (4,635)
     (Increase) in prepaid
        expenses and other current
        assets                            (1,462)      (774)      (833)
     Increase in accounts
        payable and accrued expenses        4,462     8,492      3,497
     Increase (decrease) in accrued
        income taxes                        2,802    (1,269)    (2,592)
  Other, net                                (104)     2,811      1,847
     Net cash provided by operating
       activities                          36,828   17,162      15,748

Investing activities:

  Capital expenditures                 (24,836)   (44,326)     (24,044)
  Acquisition of A.L. Oslo                          (23,594)
  Purchase of acquired businesses,
     and intangibles, net of cash
     acquired                             (3,500)   (13,733)   (17,280)
  Other                                      579    _______        268
      Net cash used in investing
        activities                       (27,757)   (81,653)   (41,056)

                        Continued on next page.
            See notes to consolidated financial statements.
                    ALPHARMA INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                       (In thousands of dollars)
                       
                       
                       
                                              Years Ended December 31,
                                             1995       1994      1993
Financing activities:

  Net borrowings under
    lines of credit                      $  (296)$   4,494    $ 23,484
  Proceeds of long-term debt                9,000  164,423      26,375
  Reduction of long-term debt            (13,121) (100,719)    (12,397)
  Dividends paid                          (3,914)   (3,893)     (3,873)
  Cash transfers between A.L. Oslo
    and A.L. Industrier                                4,991    (3,358)
  Treasury stock acquired                   (300)     (24)      (1,088)
  Proceeds from employee stock option
    and stock purchase plan                 1,403      818       1,305
  Other, net                                  137    (2,713)       575
      Net cash provided by (used in)
        financing activities              (7,091)    67,377     31,023

Exchange rate changes:

  Effect of exchange rate changes
    on cash                                 1,338    1,481        (818)
  Income tax effect of exchange rate
    changes on intercompany advances        (479)      (502)       225
Net cash flows from exchange rate
       changes                                859       979       (593)
Increase in cash and cash
  equivalents                               2,839     3,865      5,122
Cash and cash equivalents at
  beginning of year                        15,512    11,647      6,525
Cash and cash equivalents at
  end of year                             $18,351    $15,512    $11,647



            See notes to consolidated financial statements.
                    ALPHARMA INC. AND SUBSIDIARIES NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS
                   (In thousands, except share data)
                   
                   
     1.   The Company:

     ALPHARMA INC., previously named A.L. Pharma Inc., (the "Company")
is    a   multinational   pharmaceutical   company   which   develops,
manufactures  and  markets  specialty generic  and  proprietary  human
pharmaceutical and animal health products.

      The  Company's Human Pharmaceutical business consists  of  three
divisions:   The   U.S.   Pharmaceuticals   Division   ("USPD"),   The
International Pharmaceuticals Division ("IPD") and the Fine  Chemicals
Division ("FCD"). The USPD's principal products are generic liquid and
topical  pharmaceuticals  sold primarily to wholesalers,  distributors
and merchandising chains. The IPD's principal products are dosage form
pharmaceuticals  and adhesive bandages sold primarily  in  Scandinavia
and  western  Europe as well as Indonesia and certain  middle  eastern
countries.  The  FCD's  principal  products  are  bulk  pharmaceutical
antibiotics  sold  to  the pharmaceutical industry  in  the  U.S.  and
worldwide  for  use  as  active substances in  a  number  of  finished
pharmaceuticals.

      The  Company's Animal Health business consists of two divisions:
The  Animal  Health  Division ("AHD") and the  Aquatic  Animal  Health
Division ("AAHD"). The AHD's principal products are feed additive  and
other  animal  health products for animals raised for commercial  food
production  (principally poultry and swine) in the U.S. and worldwide.
The  AAHD  manufactures  and markets vaccines for  use  in  immunizing
farmed  fish  (principally salmon) worldwide with a  concentration  in
Norway. (See Note 19 for segment and geographic information.)

      The  Company's Class B stock (38.0% of total outstanding  common
stock)  is  totally  held by A.L. Industrier AS (A.L.  Industrier),  a
Norwegian  Company.  A.L. Industrier is able to  control  the  Company
through  its  ability to elect more than a majority of  the  Board  of
Directors  and  to cast a majority of the votes in  any  vote  of  the
Company's stockholders. (See Note 15.)
2.   Summary of Significant Accounting Policies:

     Principles of consolidation:

     The consolidated financial statements include the accounts of the
Company and its domestic and foreign subsidiaries.  The effects of all
significant intercompany transactions have been eliminated.

     Use of Estimates:
      The  preparation  of  financial statements  in  conformity  with
generally accepted accounting principles requires management  to  make
estimates  and assumptions. The estimates and assumptions  affect  the
reported  amounts  of  assets  and  liabilities,  the  disclosure   of
contingent  assets  and  liabilities at  the  date  of  the  financial
statements  and  the reported amounts of revenues and expenses  during
the   reporting  period.  Actual  results  could  differ  from   those
estimates.

     Cash equivalents:

      Cash equivalents include all highly liquid investments that have
an original maturity of three months or less.

     Inventories:

     Inventories are valued at the lower of cost or market.  The last
in,  first-out (LIFO) method is principally used to determine the cost
of  the  USPD  manufacturing subsidiary inventories including:  Barre
National,  Inc.  ("Barre"), NMC Laboratories, Inc.  ("NMC")  and  Able
Laboratories,  Inc.  ("Able").   The first-in,  first-out  (FIFO)  and
average cost methods are used to value remaining inventories.

     Property, plant and equipment:

     Property, plant and equipment are recorded at cost.  Expenditures
for  additions,  major renewals and betterments  are  capitalized  and
expenditures  for  maintenance and repairs are charged  to  income  as
incurred.   When  assets are sold or retired, their cost  and  related
accumulated depreciation are removed from the accounts, with any  gain
or loss included in net income.

      Interest is capitalized as part of the acquisition cost of major
construction projects.  In 1995, 1994 and 1993, $318, $722 and $262 of
interest cost was capitalized, respectively.

      Depreciation  is computed by the straight-line method  over  the
estimated useful lives which are generally as follows:

          Buildings                 30-40 years
          Building improvements     10-30 years
          Machinery and equipment    2-20 years

     Intangible assets:

      Intangible  assets  represent the excess  of  cost  of  acquired
businesses  over the underlying fair value of the tangible net  assets
acquired  and  the  cost of technology, trademarks,  New  Animal  Drug
Applications  ("NADAs"),  and other non-tangible  assets  acquired  in
product  line  acquisitions. Intangible  assets  are  amortized  on  a
straight-line  basis  over their estimated  period  of  benefit.   The
Company's policy in assessing the recoverability of intangible  assets
is  to  compare the carrying value of the intangible assets  with  the
anticipated  future  income of businesses  to  which  the  intangibles
relate.   In  connection with the acquisition of  A.L.  Oslo  and  the
reorganization of the Company in December 1994, the Company decided to
exit  its  U.S.  tablet business and cease the marketing  of  an  oral
health  care  product  based  on licensed technology.   These  actions
resulted in a write off of intangible assets of $9,200. (See Note  3).
The  following table is net of accumulated amortization of $35,903 and
$28,699 for 1995 and 1994, respectively.

                                   1995      1994     Life
Excess of cost of acquired
businesses over the fair value
of the net assets acquired      $102,434   $104,768  20 - 40
Technology, trademarks, NADAs
and other                         25,752    23,990    6 - 20

                                $128,186   $128,758
     Foreign currency translation and transactions:
      The assets and liabilities of the Company's foreign subsidiaries
are  translated from their respective functional currencies into  U.S.
Dollars  at  rates  in effect at the balance sheet date.   Results  of
operations  are  translated using average rates in effect  during  the
year.   Foreign currency transaction gains and losses are included  in
income.  Foreign currency translation adjustments are accumulated in a
separate  component  of stockholders' equity.   The  foreign  currency
translation  adjustment  for 1995, 1994 and 1993  is  net  of  ($479),
($502),  and $225, respectively, representing the foreign tax  effects
associated with intercompany advances to foreign subsidiaries.
     Foreign exchange contracts:
     The Company selectively enters into foreign exchange contracts to
buy  and sell certain cash flows in non-functional currencies. Foreign
exchange  contracts are accounted for as foreign currency transactions
and gains or losses are included in income.
     Interest Rate Transactions:
      The  Company  selectively enters into interest  rate  agreements
which  fix  the  interest  rate to be paid for  specified  periods  on
variable  rate  long-term debt.  The effect  of  these  agreements  is
recognized  over  the  life  of the agreements  as  an  adjustment  to
interest expense.
     Income Taxes:
      The  provision  for  income taxes includes  federal,  state  and
foreign  income taxes currently payable and those deferred because  of
temporary  differences in the basis of assets and liabilities  between
amounts recorded for financial statement and tax purposes.
      The  Company  provides deferred taxes under  the  provisions  of
Statement  of  Financial  Accounting  Standards  ("SFAS")   No.   109,
"Accounting  for Income Taxes". SFAS 109 requires the  utilization  of
the liability method of accounting for deferred taxes based on enacted
tax rates.
      At  December  31, 1995, the Company's share of the undistributed
earnings  of  its  foreign subsidiaries (excluding cumulative  foreign
currency  translation  adjustments)  was  approximately  $35,100.   No
provisions  are made for U.S. income taxes that would be payable  upon
the  distribution of earnings which have been reinvested abroad or are
expected  to  be  returned  in  tax-free  distributions.   It  is  the
Company's  policy to provide for U.S. taxes payable  with  respect  to
earnings which the Company plans to repatriate.

     Accounting for Postretirement Benefits:

      Effective  January  1, 1993, the Company adopted  SFAS  No.  106
"Employers'   Accounting  for  Postretirement  Benefits   Other   than
Pensions".   The  statement  requires  accrual  accounting  for  these
benefits  over the service lives of the employees instead of expensing
payments  as incurred.  Adoption of SFAS 106 did not have  a  material
impact on the Company.  (See Note 11.)
     Accounting for Postemployment Benefits:
      Effective January 1, 1994, the Company formally adopted SFAS No.
112   "Employers'  Accounting  for  Postemployment   Benefits".    The
statement  requires  accrual  of postemployment  benefits  during  the
employment  period when certain conditions are met.  The  adoption  of
SFAS 112 did not have a material impact on the Company.

     Earnings Per Share:

      Primary  earnings per share is based upon the  weighted  average
number of common shares outstanding and common stock equivalents (i.e.
stock  options  and  commencing in 1994 warrants  to  purchase  common
shares are included when dilutive).

      Fully diluted earnings per share reflect the dilutive effect  of
stock options and the fully diluted effect of the 1994 warrants.

     Recently Issued Accounting Standards:

      In  March 1995, The Financial Accounting Standards Board  issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets  and
for  Long-Lived Assets to be Disposed of." The standard requires  that
long-lived assets and certain identifiable intangibles to be held  and
used  by  an  entity  be reviewed for impairment  whenever  events  or
changes in circumstances indicate that the carrying amount of an asset
may  not  be  recoverable.  This standard must  be  adopted  in  1996.
Management  is currently assessing the impact of the adoption  on  the
Company's results of operations and financial position.

      In October 1995, The Financial Accounting Standards Board issued
SFAS  No. 123, "Accounting for Stock-Based Compensation." The standard
establishes a fair value method for accounting for or disclosing stock
based  compensation  plans. The standard is  effective  for  financial
statements for fiscal years beginning in 1996. The Company expects  to
adopt  this  standard  by  disclosing the pro  forma  net  income  and
earnings  per  share  amounts assuming the fair  value  method.  As  a
result,  the  adoption of this standard will not have  any  impact  on
reported results of operations and financial position.

3.   Acquisition  of  A.  L.  Oslo,  Transaction  Expenses  and  Post-
     Combination Management Actions

      On October 3, 1994, the Company completed the acquisition of the
pharmaceutical,  animal  health, bulk antibiotic  and  aquatic  animal
health  businesses  of  Apothekernes Laboratorium  A.S  (the  "Related
Norwegian Businesses"). Concurrent with the closing of the acquisition
the  Company  changed  its  name  to  A.L.  Pharma  Inc.  from  A.  L.
Laboratories, Inc.

      In order to accomplish the transaction Apothekernes Laboratorium
A.S  changed  its name to A.L. Industrier A.S ("A.L. Industrier")  and
demerged  the  Related  Norwegian  Businesses  into  a  new  Norwegian
corporation  called  Apothekernes Laboratorium AS ("A.L.  Oslo").  The
Company then acquired the shares of A.L. Oslo through a tender offer.

       A.L.  Industrier  is  the  beneficial  owner  of  100%  of  the
outstanding  shares of the Company's Class B stock. (See Notes  1  and
15.)

      The  consideration paid by the Company for A.L. Oslo was $30,146
consisting  of $23,594 in cash, and warrants to purchase  3.6  million
shares of the Company's Class A Common Stock (estimated value at  time
of closing of $1.82 per share or $6,552 in total). The warrants expire
on January 3, 1999 and have an exercise price of $21.945.
      The  Company was required to account for the acquisition of A.L.
Oslo  as  a  transfer  and  exchange between  companies  under  common
control.  Accordingly in 1994, the accounts of A.L. Oslo were combined
with  the Company at historical cost in a manner similar to a poolingof-
interests and the Company's financial statements were  restated  to
include A.L. Oslo. At the acquisition date, the consideration paid for
A.L.  Oslo was reflected as a decrease to stockholders' equity net  of
the   estimated  value  ascribed  to  the  warrants.  There  were   no
adjustments required to conform accounting practices of the companies.

      The  restated  statement of operations for 1993 and  the  period
January  1,  to  October  2,  1994 does not include  interest  expense
related  to  the  cash consideration paid on October 3,  1994  by  the
Company  for  A.L. Oslo and related transaction costs.  Assuming  cash
consideration  of  $23,594,  and transaction  costs  of  approximately
$3,100,  interest  expense  after tax would  have  decreased  reported
results  by approximately $950 in 1994 (for the period January  1,  to
October 2, 1994), and $1,250 in 1993.

      In  connection with the acquisition of A.L. Oslo  in  1994,  the
Company  incurred transaction expenses related to the combination  for
fees  paid  to a special committee of the Board of Directors  (charged
with  evaluating the feasibility of the transaction),  and  investment
banking,  legal, accounting and other transaction expenses.   In  1994
these expenses before tax totaled $3,100 of which $2,600 were expensed
in  the  fourth  quarter of 1994.  Certain of these expenses  are  not
deductible for tax purposes.  Similar expenses of approximately $1,000
were   incurred   in   1993   relating  to  a  possible   combination.
Additionally, to complete the acquisition, the Company refinanced  its
long-term  debt and incurred a loss on extinguishment of $683  ($1,102
loss  less  $419  of  income taxes or $.03 per share  which  has  been
classified as an extraordinary item.)

      Upon consummation of the acquisition the Company was reorganized
on  a  global  basis  into  decentralized  business  divisions.   Each
division  was  required to evaluate its business to determine  actions
necessary  to  maximize  the division's and the Company's  competitive
position.   As  a  result,  in December 1994 the  Board  of  Directors
approved  a plan and the Company announced post-combination management
actions  which  included exiting certain businesses and product  lines
which did not fit into the Company's new strategic direction, severing
certain  employees employed in the businesses or product lines  to  be
exited  or  whose positions had become redundant as a  result  of  the
acquisition  and  the  sale or exiting of certain  support  facilities
which also became redundant as a result of the acquisition.  A summary
of the 1994 charges resulting from these actions follows:
Pre-tax
Amount              Description of Action
$3,750              Sever  53  employees primarily in  the  Human
                    Pharmaceuticals   Segment.   All   identified
                    employees were notified in the fourth quarter
                    of  1994. At year end $3,156 was accrued  for
                    severance   to   be   paid   subsequent    to
                    December  31, 1994. In 1995 $2,782 was  paid,
                    the  accrual was reduced by $25 and increased
                    for  translation by $57. At December 31, 1995
                    the balance was $406.
                    
$8,800              Exit  by  sale  or  closing the  U.S.  tablet
                    business.    Write-off  includes   intangible
                    assets  of $5,800 and plant and equipment  of
                    $3,000.   No  severance for tablet  employees
                    was  accrued based on management's evaluation
                    of  the  preferred exit plan  (sale).  During
                    1995  the  tablet  business  operated  at   a
                    reduced  level  with a negligible  impact  on
                    operating  income.  Divestiture  negotiations
                    with   several  potential  buyers  were   not
                    successful.  The  Company  is  continuing  to
                    attempt  an  exit  via  a  sale  transaction.
                    Should  such exit plan fail to be consummated
                    an  adjustment  for additional  future  costs
                    could be required if the business is closed.
$5,000              Discontinue  manufacturing and  marketing  of
                    Aquatic Animal Health antibiotics and an oral
                    health  care product produced under  license.
                    Write off includes $1,600 of tangible assets,
                    primarily   machinery   and   equipment   and
                    intangible assets of $3,400.
                    
  $900              Sell unimproved land which was to be the site
                    for manufacturing expansion.  This land is no
                    longer  needed as a result of the acquisition
                    resulting  in  a  write down to  fair  market
                    value. In 1995 the land was offered for  sale
                    however, no transaction was consummated.  The
                    Company believes no additional write down  is
                    warranted.
                    
  $600              Close  duplicate sales offices and  eliminate
                      duplicate distributors.
                                 
      In  addition, the Company made the decision to no longer  pursue
research  and development activities relating to the colonic  delivery
of  drugs  and dispose, if possible, of the resultant equity  position
and  certain other rights in the R&D company performing the  research.
The  Company accelerated all contractually required payments of $2,500
in the fourth quarter of 1994.
       The   1994  expenses  for  transaction  costs  (excluding   the
extraordinary  item)  and the post-combination actions  described  are
included  in  cost  of goods sold ($450) and in selling,  general  and
administrative expenses ($24,200).
      The  net  after  tax  effect in 1994 of  the  transaction  costs
including  the extraordinary item was approximately $3,600  ($.17  per
share)  and  the net after tax effect of the post-combination  actions
described above was approximately $14,500 ($.67 per share).
      In  the  third quarter of 1995, the Company announced additional
post-combination management actions which continue the  process  begun
in  December  1994.  The  actions occurred in  the  third  and  fourth
quarters  of  1995 and include severance of certain employees  company
wide,  further efforts toward consolidation of operations in the USPD,
the  utilization of substantial consulting resources focused primarily
on accelerating the realization of certain combination benefits in the
IPD  and  the  sale in September of its minority equity  position  and
certain other product rights in the R&D company.
      The net effect of the additional management actions for the year
ended  December 31, 1995 was a net reduction of selling,  general  and
administrative expenses of $159 resulting from the income received  on
the  sale of the equity position in the R&D company and certain  other
product  rights  ($6,463)  net of expenses for  the  other  management
actions  ($6,304). The expenses of the other management  actions  were
$4,556  for  consulting  services and  $1,748  for  severance  for  77
employees in the IPD, USPD and AHD ($1,285 severance accrued  at  year
end).  The  net after tax effect of the 1995 actions was approximately
zero.
      In  1996,  the IPD has continued to take and consider additional
actions  which  are  designed  to further strengthen  the  competitive
nature  of  the  division by lowering costs. In the first  quarter  of
1996,  the  IPD has severed 30 sales and marketing personnel primarily
in  the  Nordic countries and will incur termination related costs  of
approximately  $1,500. The Company also announced that  a  preliminary
study  of  production rationalization alternatives between  the  IPD's
Copenhagen,  Denmark  and  Lier, Norway manufacturing  facilities  has
identified  potential  benefits. Based on these findings,  a  detailed
study  is  being  initiated which is expected to be completed  in  the
second  quarter  of 1996. The Company expects that the detailed  study
will  result in a formal rationalization proposal which may result  in
charges  for  severance, write downs of fixed assets, and  other  exit
costs. Any such plan will require approval by the Board of Directors.
4.   Business and Product Line Acquisitions:
      The following acquisitions were accounted for under the purchase
method  and  the accompanying financial statements reflect results  of
operations from their respective acquisition dates.
      In  August 1995, the Company acquired a company whose  principal
asset  was  a  NADA  for  a feed additive used in  the  treatment  and
prevention  of respiratory diseases in swine. The cost of  $3,000  has
been  allocated  to intangible assets ($1,500) and a covenant  not  to
compete  ($1,500) and will be amortized over 20 and  5  year  periods,
respectively.
      In July 1994, the Company acquired the Wade Jones Company ("Wade
Jones")  headquartered in Lowell, Arkansas.  Wade  Jones  is  a  major
distributor  of  poultry animal health products and also  manufactures
and blends certain animal health products.
     The purchase agreement required a purchase price of approximately
$8,350.  In  addition, the agreement provided for contingent  payments
based  on  future product approvals.  In 1995 a contingent payment  of
$500  was  made based on receipt of a product approval. The excess  of
purchase price over the underlying estimated fair value of net  assets
acquired is being amortized over 20 years.
      Had the acquisition of Wade Jones occurred as of January 1, 1994
and  1993 pro forma revenues and net income (loss) would have been  as
follows (unaudited):
                                           Year Ended
                                          December 31,

                                       1994          1993

Revenues                            $481,525       $427,014
Income (loss) before extraordinary
  item                              $ (1,488)      $ 10,471
Net Income (loss)                   $ (2,168)      $ 10,471

Net Income (loss) per common share

   Primary                              $(.10)         $.49
   Fully diluted                        $(.10)         $.49

      The foregoing pro forma information is presented in response  to
applicable accounting rules relating to business acquisitions  and  is
not  necessarily indicative of results of operations that  would  have
been  reported had the acquisition been completed at the beginning  of
1994 and 1993.
      On  January  1, 1993, A.L. Oslo acquired the outstanding  shares
(50% ownership) of Norgesplaster A/S which it did not already own from
an  unrelated  third  party  for $2,100 in cash.  Norgesplaster  is  a
Norwegian manufacturer of adhesive bandages, surgical tapes  and  non
medical  tapes.  The excess of the total cost of the acquisition  over
the fair value of the net assets aggregated approximately $900 and  is
being amortized over 20 years.
      In  March  1993,  the Company's subsidiary,  Barre,  acquired  a
pharmaceutical  manufacturing facility in Lincolnton,  North  Carolina
("Lincolnton"),  including  inventories,  approved  ANDAs  and   other
related  assets  for approximately $16,000 including direct  costs  of
acquisition.  The purchase price was paid by cash and by issuance of a
$5,000  long-term  promissory note bearing  interest  at  prime.   The
facility  was  designed  to  manufacture  oral  liquids  and   topical
ointments and creams.  In addition, a multi-year supply agreement  was
signed  which  provides for the sale from the USPD  of  pharmaceutical
products  to  the previous owner of Lincolnton, a major  generic  drug
distributor.
      During  1995 the Company recorded a contingent payment based  on
the  results  of  operations  required by the  purchase  agreement  of
approximately  $1,250  for  NMC  (acquired  in  1990).    No   further
contingent payments are required for NMC.
     Contingent payments are included in intangible assets when earned
and  amortized  over  their remaining life.  The  excess  of  purchase
prices  over  the  underlying fair value of net  assets  acquired  for
Lincolnton is being amortized on a straight-line basis over 30 years.
5.   Inventories:
     Inventories consist of the following:
                                         December 31,
                                      1995          1994
     Finished product               $ 68,529      $ 60,443
     Work-in-process                  16,697        14,075
     Raw materials                    34,858        31,779
                                    $120,084      $106,297

      At December 31, 1995 and 1994, approximately $50,800 and $47,300
of  inventories,  respectively, are valued  on  a  LIFO  basis.   Such
amounts  are higher/(lower) than the FIFO basis by $(321)     in  1995
and $376 in 1994.

6.   Property, Plant and Equipment:

     Property, plant and equipment, at cost, consist of the following:

                                           December 31,
                                       1995         1994

     Land                             $10,040    $  9,279
     Buildings and building
       improvements                    97,649     90,321
     Machinery and equipment          216,728     191,701
     Construction in progress          11,763    12,069
                                      336,180     303,370
     Less, accumulated depreciation   124,004     100,467

                                     $212,176    $202,903

7.   Long-Term Debt:

     Long-term debt consists of the following:

                                          December 31,
                                       1995          1994
     U.S. Dollar Denominated:
      1994 Credit Facility
       Term Loan A - 7.000%         $ 65,000      $ 65,000
       Term Loan B - 7.25%            72,000        72,000
       Revolving Credit - 7.00%       18,000        18,000
      A/S Eksportfinans                9,000
      Lincolnton acquisition note      1,500         3,000
      Industrial Development Revenue
       Bonds:
         Baltimore County, Maryland
          (7.25%)                      6,220         6,700
          (6.875%)                     1,200         1,200
         Lincoln County, NC            6,000         6,000
         Niagara County, NY
        (70% of Prime)                                 100
      Other, U.S.                      1,919         4,809

     Denominated in Other Currencies:
      Mortgage notes payable (NOK)    33,571        32,496
      Bank and agency development
       loans (NOK)                    17,345        16,979
      Lundbeck acquisition note                      6,056
      Other, foreign                     857           984
                                     232,611       233,324
      Less, current maturities        13,160        13,288
                                    $219,451      $220,036



      On  September  28,  1994, the Company signed a  $185,000  credit
agreement ("1994 Credit Facility") with a consortium of banks arranged
by  the  Union  Bank of Norway and Den norske Bank A.S. The  agreement
provided   for  the  refinancing  of  outstanding  indebtedness,   the
acquisition  of A.L. Oslo (including related transaction  costs,  fees
and expenses) and for general corporate purposes.
      The 1994 Credit Facility provided for the loans as follows:
                                   
                 Term Loan       Term Loan     Revolving Credit
                    (A)             (B)           Facility

Maximum Amount   $65,000         $72,000          $48,000

Term             7 years         5 years        4 years 3 months

Interest Rate    Eurodollar      Eurodollar     Eurodollar rate
 (Variable)      rate plus       rate plus        plus 1.0% (2)
                 1.25% (1)(2)    1.125%(2)

Amount  of      5%  to  9% of    5% to 10% of   Revolving
  repayment      loan amount     loan amount    100% at
                 per year        per year       maturity
                 commencing in   commencing in  subject to
                 1996 and 30%    1996 and 55%   extension
                 at final        at final
                 maturity        maturity

      (1) The interest rate was fixed at 5.655% plus 1.25% by the  use
of an interest rate swap through October 1998. (See Note 16.)

       (2) Margin rate, in effect, at next interest fixing date.

      On October 3, 1994, concurrent with the acquisition of A.L. Oslo
the  Company  borrowed  $142,000 under the 1994  Credit  Facility  and
subsequently repaid bank term loans of $71,279 and line of credit debt
of $30,620. The repayment of the bank term loans resulted in a loss on
repayment to $1,102 ($683 net of tax). The loss has been classified as
an extraordinary item.
      On  December 21, 1995, the Company's Danish subsidiary A/S Dumex
borrowed $9,000 from A/S Eksportfinans with credit support provided by
Union  Bank of Norway and Bikuben Girobank A/S ("Bikuben") to  finance
an  expansion of its Vancomycin manufacturing facility in  Copenhagen.
The  term  of the loan is seven years. Repayment will be made  in  ten
semi-annual installments of $900 beginning March 23, 1998  and  ending
September  22, 2002 Interest for the loan is fixed at 6.59%, including
the cost of the credit support provided via guarantee by Union Bank of
Norway and Bikuben.
      In  connection with the purchase of the Lincolnton facility, the
Company  issued  the former owner a promissory note of $5,000  bearing
interest at prime.  ($1,500 at 8.75% is outstanding as of December 31,
1995.) Repayment of the balance is required in 1996.
      The  Baltimore County Industrial Development Revenue  Bonds  are
payable in varying amounts through 2009.  Plant and equipment with  an
approximate  net  book  value of $13,200 collateralize  the  Baltimore
County Industrial Revenue Bonds.
     In August 1994, the Company issued Industrial Development Revenue
Bonds  for  $6,000 in connection with the expansion of the Lincolnton,
North Carolina plant.  The bonds require monthly interest payments  at
a floating rate (5.45% at December 31, 1995; 4.11% cumulative weighted
average for 1995) approximating the current money market rate  on  tax
exempt  bonds  and  the payment by the Company  of  annual  letter  of
credit,  remarketing, trustee, and rating agency fees of 1.125%.   The
bonds  require  a yearly sinking fund redemption of $500  from  August
1996 to August 2004 and $300 thereafter through August 2009. Plant and
equipment  with  an  approximate net book value of  $10,700  serve  as
collateral for this loan.

      The mortgage notes payable denominated in Norwegian Kroner (NOK)
were  originally  issued  in connection with  the  construction  of  a
pharmaceutical facility in Lier, Norway and are collateralized by this
facility  (net  book value of $39,500 at December 31,  1995)  and  the
Oslo,  Norway  ("Skoyen") facility.  (See  Note  12.)   The  debt  was
borrowed  in  a  number of tranches over the construction  period  and
interest  is  fixed for specified periods based on  actual  yields  of
Norgeskreditt  publicly traded bonds plus a lending margin  of  0.70%.
The  weighted average interest rate at December 31, 1995 and 1994  was
8.8%  and 9.6%, respectively.  In 1996, debt of approximately  $27,000
will be subject to interest rate adjustments based on the then current
rates.   The tranches are repayable in semiannual installments through
2021.  Yearly amounts payable vary between $1,265 and $2,085.

      A.L. Oslo has various loans with government development agencies
and  banks  which  have  been used for acquisitions  and  construction
projects.   Such loans are collateralized by the Skoyen  property  and
require yearly payments made semiannually through 1998 of between $772
and  $1,866  and  a  final payment of $12,378 in 1999.   The  weighted
average  interest rate of the loans at December 31, 1995 and 1994  was
6.4%  and  6.9%, respectively.  At December 31, 1995,  A.L.  Oslo  has
entered a six month forward rate agreement for approximately $7,900 of
such  debt  at an interest rate of 5.13%. The banks and agencies  have
the option to extend payment in 1999.

      As  of  December  31, 1995, A.L. Oslo had approximately  $11,000
available  in  NOK  in three year line of credit agreements  with  two
banks.   The credit lines require certain equity, cash flow and  quick
ratios, as defined, be maintained.
     The 1994 Credit Facility has a number of loan covenants, the most
restrictive of which is the equity to asset ratio.  Certain NOK  loans
have loan covenants which apply directly to A.L. Oslo.
      Maturities of long-term debt during each of the next five  years
and thereafter are as follows:
          Year ending December 31,
                    1996            $13,160
                    1997             19,539
                    1998             30,409
                    1999             91,429
                    2000             15,525
                    Thereafter       62,549
                                   $232,611

8.   Short-Term Debt:

     Short-term debt consists of the following:

                                  December 31,
                                1995      1994

               Domestic       $48,240   $42,096
               Foreign         14,456    19,100
                              $62,695   $61,196

      At  December 31, 1995, the Company and its domestic subsidiaries
have  available  bank  lines of credit totaling  $61,250.   Borrowings
under  these  lines  are made for periods generally  less  than  three
months and bear interest from 6.58% to 8.25% at December 31, 1995.  At
December 31, 1995, the amount of the unused lines totaled $13,010.

      At  December  31, 1995, the Company's foreign subsidiaries  have
available lines of credit with various banks totaling $29,007 ($26,127
in Europe and $2,880 in the Far East).  Drawings under these lines are
made for periods generally less than three months and bear interest at
December  31, 1995 at rates ranging from 5.45% to 6.81%.  At  December
31,  1995, the amount of the unused lines totaled $14,551 ($12,427  in
Europe and $2,124 in the Far East).

      The weighted average interest rate on short-term debt during the
years 1995, 1994 and 1993 was 6.6%, 5.9% and 5.7%, respectively.

9.   Income Taxes:

      Domestic  and  foreign income from continuing operations  before
income taxes was $17,548 and $12,680, respectively in 1995,  $158  and
$1,578, respectively in 1994, and $13,348 and $3,750, respectively  in
1993.  Taxes on income of foreign subsidiaries are provided at the tax
rates  applicable to their respective foreign tax jurisdictions.   The
provision for income taxes consists of the following:

                                    Years Ended December 31,
                                      1995     1994      1993
          Current:
            Federal                $ 6,009   $6,246    $4,104
            Foreign                  3,074    1,389     1,595
            State                    1,274    1,310       777
                                    10,357    8,945     6,476

          Deferred:
            Federal                    (27)  (5,018)      748
            Foreign                    958      142      (397)
            State                      123     (630)      142
                                     1,054   (5,506)      493
               Provision for
               income taxes        $11,411   $3,439    $6,969
 
A reconciliation of the statutory U.S. federal income tax
 rate to the effective rate follows:

                                    Years Ended December 31,
                                    1995      1994      1993
                                    
Provision for income taxes at
  statutory rate                    35.0%     35.0%     35.0%
State income tax, net of federal
  tax benefit                        3.0%     25.5%      3.5%
Higher (lower) taxes on foreign
  earnings, net                     (2.6%)    14.2%     (4.4%)
Tax credits                         (1.3%)    (0.1%)    (0.4%)
Non-deductible costs, principally
  depreciation and amortization
  related to acquired companies      3.9%     78.1%      7.1%
Capitalized combination costs                 49.4%
Other                               ( .2%)    (4.0%)
     Provision for income taxes     37.8%    198.1%     40.8%

     Deferred tax liabilities (assets) are comprised of the following:
                                                Year Ended
                                               December 31,
                                              1995      1994

Accelerated depreciation and amortization
  for income tax purposes                    $24,637   $22,157
Excess of book basis of acquired assets
  over tax bases                               9,308     9,200
Differences between inventory valuation
  methods used for book and tax purposes
  (Denmark)                                    2,887     2,186
Other                                          1,462        40
Gross deferred tax liabilities                38,294    33,583


Accrued liabilities and other reserves        (7,245)   (6,115)
Pension liabilities                           (1,321)   (1,250)
Loss carryforwards                              (988)     (801)
Other                                         (2,666)   (1,035)
Gross deferred tax assets                    (12,220)   (9,201)

Deferred tax assets valuation allowance          988       801

     Net deferred tax liabilities            $27,062   $25,183

     As of December 31, 1995, the Company has state loss carryforwards
of approximately $10,976, which are available to offset future taxable
income.   These carryforwards will expire between the years  1999  and
2002.   Accordingly, the Company has recognized a deferred  tax  asset
relating  to  these  carryforwards.  Based  on  analysis  of   current
information, the Company has established a valuation allowance for the
entire amount of these carryforwards.

      Danish  tax  law  prior  to 1991 allowed  the  Company's  Danish
subsidiaries to appropriate an investment fund of up to 25% of  annual
taxable income adjusted for certain items.  The appropriation  is  tax
deductible  in  the  year it was made.  Fifty percent  of  the  amount
appropriated  must be deposited in an interest-yielding  blocked  bank
account.   Blocked  funds  are released with the  acquisition  of  the
qualifying  property  and equipment.  Included in  "other  assets  and
deferred  charges"  as of December 31, 1995 and  1994  is  $1,181  and
$1,481, respectively, of such blocked funds.
10.  Pension Plans:
Domestic:
      Prior  to  July  1, 1994, the Company maintained  two  qualified
noncontributory,  defined  benefit  pension  plans  ("A.L.  Plan"  and
"Subsidiary  Plan")  covering the majority of its domestic  employees.
Effective  July 1, 1994, the Company amended the A.L. Plan to  include
certain  subsidiary employees and merged the Subsidiary Plan into  the
A.L.  Plan.   The  benefits  are based on years  of  service  and  the
employee's  compensation during the last five years of  service.   The
Company's funding policy is to contribute annually an amount that  can
be  deducted for federal income tax purposes.  During 1995 the Company
consolidated  its Plan assets under a single custodian  and  a  single
investment  manager. Plan assets are invested in equities,  government
securities and bonds.
      Net  pension cost for 1995, 1994 and 1993 included the following
components:

                                Years Ended December 31,
                                 1995     1994     1993
Service cost                   $1,049    $1,047   $  939
Interest cost                     874      856      693
Actual return on plan assets   (1,434)      105     (375)
Net amortization and deferral     957      (502)     106
                               $1,446    $1,506   $1,363
      The  following tables set forth the plan's funded status  as  of
December 31, 1995 and 1994:
                                           Accumulated
                                         Benefits Exceed
                                             Assets
                                       1995          1994

Accumulated benefit obligation:
     Vested                          $ 7,549       $ 5,388
     Nonvested                         1,196           770
                                     $ 8,745       $ 6,158

Projected benefit obligation         $12,827       $ 8,767
Fair value of plan assets             (9,972)       (5,658)
Unrecognized net loss                 (4,014)       (2,705)
Unrecognized prior service cost        1,439         1,540
Unrecognized net transition
  obligation                            (244)         (274)

 Accrued pension costs               $    36       $ 1,670

The assumptions used were as follows:

                                   1995      1994      1993

Weighted average discount rate    7.25%      8.5%      7.25%

Rate of increase in compensation
  rate                             4.0%      5.0%      5.0%
Expected long-term rate of return
  on plan assets                   8.0%      8.0%      8.0%

      In  1993,  the Company incurred a settlement loss of $322  as  a
result of a number of retirees accepting lump sum settlements in  lieu
of receiving pension benefits.
      In  addition,  the  Company has unfunded supplemental  executive
pension   plans  providing  additional  benefits  to  a   few   highly
compensated  employees.  For 1995 and 1994 such  pension  expense  was
approximately $65 and $60 and the year end accrual was $180 and  $115.
Prior year expenses and accruals were not material.

      The Company and its domestic subsidiaries also have a number  of
defined  contribution  plans, both qualified and non-qualified,  which
allow  eligible  employees  to withhold a fixed  percentage  of  their
salary  (maximum 10%) and provide for a Company match based on service
(maximum  6%).   The  Company's  contributions  to  these  plans  were
approximately  $1,200,  $700  and  $500  in  1995,  1994   and   1993,
respectively.

Europe:

      A.L. Oslo has defined benefit plans which cover the majority  of
its  employees.   These  pension  commitments  are  funded  through  a
collective agreement with a Norwegian insurance company and A.L.  Oslo
makes  annual  contributions to the plan in accordance with  Norwegian
insurance  principles  and  practices.   In  addition  to  the  annual
premiums,  A.L.  Oslo has made prepayments to specific premium  funds.
These premium funds are used to cover ordinary future annual premiums.
The  pension  plan  assets  are deposited in the  insurance  company's
general  account  which  is  principally  invested  in  fixed   income
securities.

      A.L.  Oslo  also  maintains a direct  pension  arrangement  with
certain  employees.  These pension commitments are paid out of general
assets and the obligations are accrued but not prefunded.

Net  pension  cost  for  1995, 1994 and 1993  included  the  following
components:

                                   1995      1994    1993
Service cost                      $  954   $1,009   $  729
Interest cost                        993      766      895
Actual return on plan assets        (456)    (340)     (12)
Net amortization and deferral        (66)    (178)    (478)
                                  $1,425   $1,257   $1,134

The following tables set forth the plans' funded status as of December
31, 1995 and 1994:


                           Assets Exceed      Accumulated
                            Accumulated         Benefits
                              Benefits       Exceed Assets
                          1995      1994     1995     1994
Accumulated benefit
  obligation:
    Vested              $ 9,195   $ 7,337  $ 1,376  $ 1,455
    Nonvested               140       418    ______   ______
                        $ 9,335   $ 7,755   $ 1,376 $ 1,455

Projected benefit
  obligation            $14,468   $12,041   $ 1,422 $ 1,503
Fair value of plan
  assets               (10,298)   (8,978)
Unrecognized net gain
  (loss)                  1,893     2,082      (40)     (7)
Unrecognized prior
  service cost            (868)     (856)     (426)    (459)
Unrecognized net
  transition obligation (1,398)   (1,409)      (33)     (36)
Additional minimum
  liability              ______             454          454

Accrued pension costs   $ 3,797   $ 2,880   $ 1,377  $ 1,455

The assumptions used were as follows:

                                   1995      1994      1993

Weighted average discount rate     7.0%      7.0%      7.0%

Rate of increase in compensation
  rate                             3.5%      3.5%      3.5%

Expected long-term rate of return
  on plan assets                   7.0%      7.0%      7.0%

       The   Company's  Danish  subsidiary,  Dumex,  has   a   defined
contribution pension plan for salaried employees.  Under the plan, the
Company   contributes   a  percentage  of  each  salaried   employee's
compensation  to  an  account which is administered  by  an  insurance
company.   Pension  expense under the plan was  approximately  $2,400,
$1,900 and $1,800 in 1995, 1994 and 1993, respectively.

11.  Postretirement Benefits:

      The  Company has an unfunded postretirement medical and  nominal
life  insurance plan covering certain domestic employees  included  in
the A.L. Plan as of January 1, 1993.  The plan will not be extended to
any   additional  employees.   Retired  employees  are   required   to
contribute for coverage as if they were active employees.

  The  Company adopted SFAS 106 on January 1, 1993 and elected  to
recognize the change on a delayed recognition basis.  Accordingly, the
transition  obligation of $1,079 will be amortized over twenty  years.
The  discount rate used in determining the 1995, 1994 and 1993 expense
was  8.5%,  7.25%, and 8.0%, respectively. The discount rate  used  in
determining the accumulated post retirement obligation as of  December
31,  1995 and 1994 was 7.25% and 8.5%, respectively.  The health  care
cost  trend  rate was 8.0% declining to 5.0% over a ten  year  period,
remaining level thereafter.

      The unfunded plan is recognized at December 31, 1995 and 1994 as
follows:
                                                1995     1994
Accumulated postretirement benefit obligation
  Retirees                                     $ 579    $   277
  Fully eligible active participants             191        180
  Other active participants                    1,276        819
                                               2,046      1,276
Unrecognized estimated net (loss) gain         (500)       102
Unrecognized transition obligation             (917)      (971)

  Accrued postretirement benefit cost         $  629     $  407
      The  net  periodic  postretirement  benefit  cost  included  the
following components.
                                         1995    1994   1993

          Service cost                  $ 101    $102   $ 94
          Interest cost                   127      97     85
          Amortization of
            transition obligation          54      54     54
                                         $282    $253   $233

12.  Transactions With A. L. Industrier:

                                  Years Ended December 31,
                                   1995      1994     1993
                                   
Sales to and commissions received
  from A.L. Industrier            $3,353   $2,805    $2,855

Compensation received for
  management services rendered to
  A.L. Industrier                 $  630   $  854    $  876

Inventory purchased from and
  commissions paid to A.L.
  Industrier                      $  214   $  291    $  580

Net interest received from A.L.
  Industrier                         -     $  401    $  850

      As  of  December  31,  1995 and 1994 there  was  a  net  current
receivable of $702 and $673, respectively, from A.L. Industrier.

      The  Company and A.L. Industrier have an administrative  service
agreement  whereby  the  Company  is required  to  provide  management
services  to A.L. Industrier with an initial term through  January  1,
1997.   The  agreement provides for payment equal to  the  direct  and
indirect cost of providing the services subject to a minimum amount in
the  initial  term.  The agreement may be terminated by  either  party
upon six months notice after the initial term.

      In  addition, in connection with the agreement to purchase  A.L.
Oslo,   A.L.   Industrier  retained  the  ownership  of   the   Skoyen
manufacturing  facility  and  administrative  offices  (not  including
leasehold improvements and manufacturing equipment) and leases  it  to
the Company.  The agreement also permits the Company to use the Skoyen
facility  as collateral on existing debt for five years.  The  Company
is  required  to  pay  all  expenses  related  to  the  operation  and
maintenance  of the facility in addition to nominal rent.   The  lease
has  an  initial 20 year term and is renewable at the then fair rental
value  at  the  option of the Company for four consecutive  five  year
terms.

13.  Contingent Liabilities, Litigation and Commitments:

      In November 1992, a class action complaint was filed against the
Company and certain senior executives related to alleged losses  as  a
result of a decline in the Company's stock price in November 1992.  In
the  fourth  quarter  of 1993 the Company settled  the  lawsuit  while
continuing to deny all facts and liabilities in the matter.  The gross
settlement  amount  was $2,300 with a significant  amount  covered  by
insurance.  The settlement amount was paid prior to December 31, 1993.

     The Company and its subsidiaries are, from time to time, involved
in  litigation arising out of the ordinary course of business.  It  is
the  view  of  management, after consultation with counsel,  that  the
ultimate  resolution of all pending suits should not have  a  material
adverse effect on the consolidated financial position of the Company.

      In  connection with a 1991 product line acquisition, the Company
entered  into  a ten-year manufacturing agreement which  requires  the
Company to purchase a yearly minimum quantity of feed additives  on  a
cost-plus  basis.   If the minimum quantities are not  purchased,  the
Company  must reimburse the supplier a percentage of the  fixed  costs
related to the unpurchased quantities.  The current cost of the yearly
minimum quantity is approximately $7,000 and the fixed cost portion is
approximately  20%.   For  1995  and  prior  years,  the  Company  has
purchased in excess of the minimum quantities.
      As part of an exclusive distributorship agreement the Company is
required  to  purchase minimum quantities of certain poultry  products
(approximately $10,000 per year) through 1998. Should the Company  not
purchase  the minimum quantities for reasons other than a  substantial
disruption  of  the  market  it could  be  required  to  pay  for  the
difference  between  the  minimum  quantity  and  the  actual   amount
purchased.
14. Leases:
     Rental expense under operating leases for 1995, 1994 and 1993 was
$5,574,  $5,313  and  $5,099,  respectively.   Future  minimum   lease
commitments under non-cancelable operating leases during each  of  the
next five years and thereafter are as follows:
     Year Ending December 31,
                       1996       $ 4,900
                       1997         4,200
                       1998         3,600
                       1999         3,000
                       2000         2,500
                       Thereafter   8,900
                                  $27,100

15.  Stockholders' Equity:

      The holders of the Company's Class B Common Stock, (totally held
by  A.  L.  Industrier at December 31, 1995) are entitled to elect  66
2/3%  of  the  Board of Directors of the Company and may convert  each
share  of Class B Common Stock held into one fully paid share of Class
A  Common  Stock.  Whenever the holders of the Company's common  stock
are  entitled to vote as a combined class, each holder of Class A  and
Class  B Common Stock is entitled to one and four votes, respectively,
for each share held.

      In  connection  with the acquisition of A.L.  Oslo  the  Company
issued  warrants to purchase 3,600,000 shares of Class A Common  stock
for  $21.945 per share through January 3, 1999.  Warrants to  purchase
2,450,246  shares became exercisable in October 1995 with the  balance
to become exercisable in October 1997.  (See Note 3.)

      The  number of authorized shares of Preferred Stock is  500,000;
the number of authorized shares of Class A Common Stock is 40,000,000;
and  the  number  of  authorized shares of Class  B  Common  Stock  is
15,000,000.
16.  Derivatives and Fair Value of Financial Instruments:

      The  Company  currently uses the following derivative  financial
instruments for purposes other than trading.

Derivative             Use              Purpose
Forward foreign        Occasional       Entered into selectively
exchange contracts                      to sell or buy cash flows
                                        in non-functional
                                        currencies.
Interest rate          Occasional       Entered into selectively
agreements                              to fix interest rate for
                                        specified periods on
                                        variable rate long-term
                                        debt.
                                        
       At   December  31,  1995  and  1994,  the  Company's   European
subsidiaries  had  foreign  currency  contracts  outstanding  with   a
notional  amount  of  approximately $8,000 and $19,000,  respectively.
These  contracts called for the exchange of Scandinavian and  European
currencies and in some cases the U.S. Dollar to meet commitments in or
sell   cash   flows  generated  in  non-functional  currencies.    All
outstanding contracts will expire by March 15, 1996.

     In November 1995, the Company entered into two interest rate swap
agreements  with  two members of the consortium  of  banks  which  are
parties to the 1994 Credit Facility to reduce the impact of changes in
interest  rates on a portion of its floating rate long-term debt.  The
swap  agreements fix the interest rate at 5.655% plus 1.25%  for  term
loan  A ($65,000 at December 31, 1995) through October 1998. (See Note
7.)  In  addition, A.L. Oslo has a forward rate agreement which  fixes
the interest rate on a 50,000,000 NOK tranche ($7,900) for a six month
period in 1996 at 5.13%.

      Counterparties  to  derivative agreements  are  major  financial
institutions.   Management  believes  the  risk  of  incurring  losses
related to credit risk is remote.

      The  carrying amount reported in the consolidated balance sheets
for  cash and cash equivalents, accounts receivable, accounts  payable
and  short-term debt approximates fair value because of the  immediate
or  short-term maturity of these financial instruments.  The  carrying
amount  reported for long-term debt approximates fair value because  a
significant  portion of the underlying debt is at variable  rates  and
reprices frequently.

17.  Stock Options and Employee Stock Purchase Plan:

      Under the Company's 1983 Incentive Stock Option Plan, as amended
(the  "Plan"),  the  Company may grant options  to  key  employees  to
purchase  shares of Class A Common Stock.  In June 1995 the  Company's
stockholders approved an increase, from 1,650,000 to 2,500,000, in the
maximum  number of shares available for grant.  The exercise price  of
options  granted under the Plan may not be less than 100% of the  fair
market  value  of the Class A Common Stock on the date of  the  grant.
Generally,  options are exercisable in installments of  25%  beginning
one  year  from  date of grant.  The Plan permits a cash  appreciation
right  to  be  granted  to  certain employees.   This  right  must  be
exercised  at  the  same time the stock option  is  exercised  and  is
limited  to  one  half of the total number of shares being  exercised.
Included  in options outstanding at December 31, 1995 are  options  to
purchase 1,875 shares with cash appreciation rights, all of which  are
exercisable.   If  an option holder ceases to be an  employee  of  the
Company  or  its subsidiaries for any reason prior to vesting  of  any
options,  all options which are not vested at the date of  termination
are  forfeited.  As of December 31, 1995 and 1994, options for 881,748
and 299,373 shares, respectively, were available for future grant. The
table below summarizes the activity of the Plan:

                               Shares         Option       Shares
                               Outstanding    Price        Exercisable

Balance at December 31, 1992    444,461  $ 4.58  - $19.50   195,555
 Granted in 1993                122,500  $21.38  - $27.13
 Canceled in 1993               (20,187) $15.00  - $22.13
 Exercised in 1993              (56,874) $ 4.58  - $16.62

Balance at December 31, 1993    489,900  $ 4.58  - $27.13   226,155
  Granted in 1994               207,000  $13.50  - $16.87
  Canceled in 1994              (23,625) $ 8.75  - $23.13
  Exercised in 1994             ( 1,700) $ 8.75  - $ 8.75
Balance at December 31, 1994    671,575  $ 4.58  - $27.13   319,703
  Granted in 1995               308,500  $18.38  - $18.75
  Canceled in 1995              (40,875) $13.50  - $26.25
  Exercised in 1995             (42,425) $ 6.58  - $22.13

Balance at December 31, 1995    896,775                     383,278
      The  Company  implemented an Employee  Stock  Purchase  Plan  on
January  1, 1991.  Eligible employees of the Company and its  domestic
subsidiaries  may  authorize payroll deductions  up  to  4%  of  their
regular base salary to purchase shares of Class A Common Stock at  the
fair  market  value. The Company matches these contributions  with  an
additional  contribution equal to 25% of the employee's  contribution.
Shares  are  issued  on  the last day of each calendar  quarter.   The
Company's contributions to the plan were approximately $155, $156  and
$140 in 1995, 1994 and 1993, respectively.

18.  Supplemental Data:
                                       Years Ended December 31,
                                     1995      1994      1993
   Allowance for doubtful accounts
    receivable at year end         $ 5,751   $ 4,897   $ 2,983
   Research and development
    expense                         32,815    32,497*   24,032
   Depreciation expense             22,085    18,342    16,096
   Amortization expense              8,937     8,431     7,746
   Interest cost incurred           22,311    16,077    15,258
   Other income (expense) net:
     Interest income                   711     1,432     1,915
     Foreign exchange gains
       (losses), net                  (854)      (34)      163
     Other, net                       (117)     (285)     (198)
                                   $  (260)  $ 1,113   $ 1,880

      *  Includes  $2,500  for  contractually  required  payments  for
Research  and  Development paid on an accelerated  basis  in  December
1994. (See Note 3.)

   Supplemental cash flow information:

   Cash paid for interest
    (net of amount capitalized)    $19,812   $15,687   $15,025
   Cash paid for income taxes        8,223     9,228     8,848

   Supplemental schedule of
     noncash investing and
     financing activities:

   Warrants issued                           $ 6,552

   Fair value of assets acquired   $ 3,500   $19,437   $36,461
   Cash paid                         3,500    13,733    17,280
   Liabilities assumed             $     0   $ 5,704   $19,181

19.    Information   Concerning  Business  Segments   and   Geographic
Operations:

      The  Company currently conducts its business operations  in  two
business  segments: (1) Human Pharmaceuticals and (2)  Animal  Health.
The  Human  Pharmaceuticals business includes the USPD, IPD  and  FCD.
The  Animal  Health  business consists  of  the  AHD  and  AAHD.   The
Company's operations outside the United States are conducted primarily
in  Europe  by the Company's manufacturing subsidiaries in Norway  and
Denmark.

                                                 Depre-
                                                 ciation
                                                  and
                                         Identi-  Amorti-   Capital
                    Total    Operating   fiable   zation    Expendi-
   1995            Revenue    Income(1)  Assets   Expense    tures
Business segments:
 Human
  Pharmaceuticals   $358,392  $26,115   $476,738  $23,375   $15,708
 Animal Health       163,322   30,839    140,860    7,406     8,720
 Unallocated             407   (4,445)    17,255      241       408
 Eliminations         (1,239)     (28)   _______   ______    ______
                   $520,882  $52,481   $634,853  $31,022   $24,836
Geographic:

 United States      $328,491  $32,799   $376,134
  Europe and Other    219,970   20,327    260,510
 Eliminations        (27,579)    (645)    (1,791)
                    $520,882  $52,481   $634,853

   1994
Business segments:
 Human
  Pharmaceuticals   $329,113  $(3,850)  $454,685  $20,900   $25,201
 Animal Health       141,077   28,532    122,804    5,657    18,134
 Unallocated             615   (8,708)    14,829      216       991
 Eliminations         (1,542)       4
                   $469,263  $15,978   $592,318  $26,773   $44,326
Geographic:
 United States      $303,270  $ 6,774   $362,359
  Europe and Other    179,714    9,180    230,722
 Eliminations        (13,721)      24       (763)
                   $469,263  $15,978   $592,318

  1993
Business segments:
Human
 Pharmaceuticals    $284,739  $ 8,564   $428,372  $18,780   $16,630
Animal Health        118,733   28,848     86,244    4,891     7,144
Unallocated              470   (7,253)    13,001      171       270
Eliminations          (1,267)      55                        ______
                   $402,675  $30,214   $527,617  $23,842   $24,044
Geographic:
United States       $249,301  $17,404   $319,854
Europe and Other     164,075   12,853    208,618
Eliminations         (10,701)     (43)      (855)
                   $402,675  $30,214   $527,617

1.  1994 operating income includes charges for post-combination actions related
to  the  acquisition of A.L. Oslo and transaction expenses. 1995  operating
income includes (income) and charges for additional management actions. The
segments are impacted as follows:
                                         1995            1994
         Human Pharmaceuticals          $(639)         $19,000
         Animal Health                    480            1,950
         Unallocated                        -            3,700
                                        $(159)         $24,650

20.  Selected Quarterly Financial Data (unaudited):


                                        Quarter

                                                                        Total
1995                         First      Second    Third       Fourth    Year

Total   revenue             $126,080   $123,817   $132,375  $138,610  $520,882

Gross   profit                52,669     52,424     52,123   61,539   $218,755

Net   income(a)                3,925      3,054      6,169    5,669     18,817

Earnings per common share:
   Primary                       .18        .14        .28      .26        .86
  Net income

 Fully diluted
    Net  income(b)               .18        .14        .28      .25       .84

1994

Total   revenue             $107,380   $110,958   $117,438  $133,487   $469,263

Gross   profit                45,230     45,504     48,261    54,725   193,720

Income loss before
   extraordinary  item         3,551      2,807      4,005    (12,066)  (1,703)

Net  income  (loss)(c)      $  3,551  $   2,807   $   4,005  $(12,749) $(2,386)


Earnings per common share:
 Primary
  Income (loss) before
     extraordinary item   $    .16  $    .13  $    .19  $   (.56)    $(.08)
   Net income (loss)      $    .16  $    .13  $    .19  $   (.59)    $(.11)

 Fully diluted
  Income (loss) before
     extraordinary item   $    .16  $    .13  $    .19  $   (.56)    $(.08)
   Net income (loss)      $    .16  $    .13  $    .19     $(.59)    $ (.11)

(a) The   third   quarter   of  1995  includes   post-combination
    management actions which increased net income by $1,754 ($.08 per
    share). Actions included pre-tax income from the sale  of
    an  equity  interest  in an R&D company $6,463  less  pre-tax
    expenses  of $3,634 for severance and substantial  consulting
    expenses.
    The   fourth   quarter  of  1995  includes   post-combination
    management  actions which reduced net income by $1,776  ($.08
    per  share). Actions included pre-tax expenses of $2,670  for
    severance and consulting. (See Note 3.)
(b) The  sum of the fully diluted earnings per share for the four
    quarters in 1995 does not equal the total for the year due to
    the  dilutive effect of the Company's warrants  on  the  full
    year computation.
(c) The  fourth quarter 1994 reflects an extraordinary  item  for
    the  write  off of deferred loan costs of $683, net  of  tax,
    related  to  the  early extinguishment of debt.   The  fourth
    quarter  also  includes  expenses for transaction  costs  and
    related   charges  for  post-combination  actions  taken   by
    management.   Such  expenses reduced net  income  by  $17,025
    ($.79 per share).  (See Note 3.)

<TABLE>
                         ALPHARMA INC. AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                            (In thousands of dollars)


<CAPTION>
Column A                       Column B           Column C            Column D       Column E
                                                  Additions
                               Balance at    Charged (Credited) to                   Balance
                               Beginning     Costs and    Other                      At End
Description                    of Period     Expenses     Accounts    Deductions     of Period


Reserve for doubtful accounts:

Year ended December 31,
           <S>                 <C>             <C>         <C>        <C>           <C>
           1995                $ 4,897         $2,166      ($195) *   ($1,117)**    $5,751

           1994                $ 2,983         $1,861      $ 261  *   ($   208)**   $4,897

           1993                $ 2,965         $  502     ($ 148) *   ($   336)**   $2,983




</TABLE>
  *     Includes  $65 in 1993, related to business acquisitions  and  $283,
        ($152) and ($150) in 1995, 1994 and 1993, respectively, related  to
        foreign  currency  translation adjustments.   Includes  ($480)  and
        ($61)  of  cash  collected  in  1995  and  1993,  respectively,  on
        previously written off accounts.
        
 **     Accounts written off to reserve.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<TEXT>



                             3




December 31, 1995

Mr. David Cohen
1 Chamberlain Court
Pomona,  NY 10970

Dear David:

Since the 1994 Combination Transaction resulted in a new
operational structure to ALPHARMA INC. (the "Company"), as well
as in your appointment as President of the Animal Health Division
("AHD") and Vice-President of the Company, I wanted to send you
this letter clarifying the material terms of your present
position with the Company.  This position, as you know, is
headquartered in Fort Lee, New Jersey and reports directly to me.
The material terms of this position are as follows:

     1. Your base salary for 1996 is $290,000.  Your base salary
     will be reviewed for adjustment as of January 1 of each
     year.
     
     2. You will be considered for an annual cash bonus each
     year.  In your position, you are eligible for a bonus (the
     amount of which shall be based on a percentage of your base
     salary as established in the Company's bonus policy, as such
     policy may be amended from time to time) based on the
     overall performance of the Company, the performance of AHD,
     and your individual performance and contribution.
     
     3. You will continue to be eligible to receive stock options
     under the  terms of the Company's Stock Option Plan.  Under
     the present provisions of the Plan,  (a) options granted
     become exercisable at 25% of the total granted, one, two,
     three and four years from grant; (b) the  purchase price is
     the market price at the date of grant; (c) options expire
     ten years after grant and are normally granted in the spring
     of each year, based on the performance of your respective
     division, the overall performance of the Company and your
     individual performance and contribution.
     
     4. You will receive a taxable cash automobile allowance of
     $15,418 per year.  In addition, the Company will reimburse
     you for insurance for your automobile and for maintenance of
     up to $2000 per year.
     
     5. You will be entitled to vacation pursuant to the
     Company's vacation policy.
     
     6. You will receive a taxable annual $3000 allowance for tax
     and/or financial planning and tax return preparation.
     
     7. You understand that your employment is at will.  If your
     services are terminated because of a change in top
     management, the Company or your division being acquired or
     reorganized, or for any other reasons other than cause, you
     will be paid twelve month's base salary with fringe benefits
     in a manner best suited for the Company.  In the event that
     you do not have another senior executive position after the
     twelve month period immediately following the date of your
     termination, the Company will pay you your base salary with
     fringe benefits until you take another senior executive
     position for up to an additional six months thereafter.
     
     8. Additionally, you will continue to participate in all
     programs established for employees of the Company,
     including:
     
          (a) Life insurance for three times your annual salary
          with the premium paid by the Company.
          
          (b) A disability program that pays sixty percent of
          your annual salary integrated with social security
          until age seventy.  The premium is paid by the Company.

          (c) The ALPHARMA INC. Pension Plan (currently
          covering the first $150,000 of base salary) as
          well as the ALPHARMA INC. Supplemental Pension
          Plan (currently covering base salary amounts above
          $150,000 up to a cap of $235,000) fully paid by
          the Company.
          
          (d) A Stock Purchase Plan in which employees can elect
          up to four percent of salary for the purchase ALPHARMA
          stock.  The Company will match 25% of the
          employee's contribution.
          
          (e) A group health and medical plan for which the
          employee pays $11.54 for single coverage, $27.69 for
          family coverage, for each two-week period. The
          remainder of the premium is paid by the Company.
          
          (f) A Savings Plan to which the employee can save
          either on a pre and/or post tax basis and contribute up
          to 15% of base pay.  The Company provides a service-
          weighted match on the first 6% of employee
          contributions.

I would appreciate your acknowledgment of the terms herein by
signing both copies of this letter where indicated and return one
original signed document to Beth P. Hecht, Corporate Counsel.

Sincerely,



Einar W. Sissener
Chief Executive Officer and
Chairman of the Board of Directors


               Agreed and Accepted:
               
               __________________________
               David E. Cohen
               
               Date:____________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<TEXT>

Page 5





March 14, 1996


Mr. Einar W. Sissener
ALPHARMA AS
Harbitzalleen 3
Postboks 158 Skoyen
N-0212 Oslo, Norway

Dear Einar:

This letter agreement will delineate the material terms of your
employment by ALPHARMA INC. ("AL") and its subsidiaries
(together, the "Worldwide Group") which became effective January
1, 1996 and shall continue in effect through termination of your
employment, subject only to such changes as may heretofore be
approved by the Board of Directors of AL.  Following the
recommendation by the Compensation Committee and approval by the
Board of Directors of AL at its March 14,1996 meeting, the terms
of your employment are as follows:

          1.   You will serve as Chairman and Chief Executive
               Officer of ALPHARMA INC., and have general
               managerial or oversight responsibility with
               respect to each of the companies in the Worldwide
               Group.  Without limiting the foregoing, you will
               also serve as President and Chief Executive
               Officer of ALPHARMA AS ("AL Oslo") and Chairman
               and Chief Executive Officer of ALPHARMA U.S., INC.
               ("AL-US") and have the responsibilities of those
               positions.

          2.   You agree, if elected, to serve as a director of
               AL and AL Oslo and as a director or in such other
               positions to which you are or may be elected by
               the boards of directors of the various other
               companies of Worldwide Group.  For example, you
               are currently serving as a director and chairman
               of Dumex.

          3.   Your  base salary for 1996 shall be $450,000
               effective January 1, 1996.  A portion of your base
               salary shall be paid by AL Oslo at the rate of
               100,000 Nok per month.  The balance shall be paid
               in $U.S. by AL  in approximately equal semi-
               monthly installments (or as otherwise paid to
               senior executives).  The amount of each
               installment of base salary paid by AL shall be
               determined by subtracting the amount to be paid by
               AL Oslo from the base salary using the Nok/$U.S.
               exchange rate in effect on March 15, 1996.  No
               adjustment shall be made as a result of changes in
               such exchange rate throughout the year.  Your base
               salary includes compensation for your services as
               a director of any of the companies in the
               Worldwide Group, and you will not receive
               additional compensation for such services. Your
               base salary will be reviewed annually by the
               Compensation Committee for adjustment, subject to
               Board approval, as of January 1, 1997 and each
               subsequent year.

          4.   You will be considered for an annual cash bonus
               each year.  You are eligible for a bonus of up to
               100% of your base salary based on the overall
               performance of the Worldwide Group and your
               individual performance and contribution.  The
               annual bonus recommendation will be made by the
               Compensation Committee and will be subject to
               approval by the Board of Directors.

          5.   Although your residence is in Norway, you are
               required to maintain offices at each of the
               corporate headquarters in Oslo and Fort Lee.  You
               will be expected to be personally present at the
               corporate offices in Fort Lee and elsewhere in the
               United States for significant amounts of time as
               required to perform your responsibilities.
               Accordingly, AL agrees to provide appropriate
               accommodations and transportation for you when you
               are in the New York metropolitan area and to
               reimburse you for other reasonable travel expenses
               incurred in carrying out your responsibilities in
               the United States.  Other reasonable travel
               expenses will be reimbursed by the appropriate
               company in the Worldwide Group in accordance with
               normal corporate policies applicable to senior
               executive officers.  AL agrees to provide you with
               assistance with your tax and/or financial planning
               and tax return preparation.

          6.   You will continue to participate in all employee
               benefit programs that have been available to
               senior executives of AL Oslo on the same basis as
               other senior executives of that company including:

               a.   Life insurance;
               b.   Disability insurance program;
               c.   Pension plan;
               d.   Health and medical insurance;  and
               e.   Paid holidays and vacation.

          7.   You will not participate in the retirement or
               savings plans or other benefits provided by AL or
               AL-US primarily for employees of AL or AL-US and
               certain subsidiaries of AL-US, other than (i)
               those described above in this letter agreement,
               (ii) the Stock Purchase Plan and the Deferred
               Compensation Plan (at your election), (iii) the
               Stock Option Plan (if options are granted to you)
               and (iv) as otherwise specifically approved by the
               Compensation Committee.
          
          8.   The term of your employment hereunder will
               continue until the annual meeting of AL's
               stockholders to be held in 1999, subject to
               earlier termination as provided in paragraph 9.

          9.   Your employment hereunder may be terminated by you
               or AL on thirty days written notice provided that
               if your employment is terminated by AL without
               good cause, then you shall be entitled to continue
               to receive your then current base salary payable
               during each of the twelve months following such
               termination (or such lesser number of months
               remaining until the annual meeting of AL's
               stockholders in 1999).  If you do not continue to
               be elected to the offices set forth in paragraph 1
               for any reason other than good cause, such failure
               shall be deemed to be a termination of employment
               by AL and you shall be entitled to the salary
               continuation provided in the prior sentence.
               "Good cause" shall mean the willful failure (or
               inability as a result of disability) to carry out
               your responsibilities continuing for thirty days
               after notice from the Board of Directors of AL or
               committing any unlawful or improper act which
               materially and adversely affects AL.  This
               provision supersedes the provisions in the August
               10, 1972 agreement with AL Oslo relating to
               payments to you in the event of the termination of
               your employment.

          10.  For ten years (the "Consulting Period") following
               the 1999 annual meeting of AL's stockholders (or
               if your employment is earlier terminated by AL
               other than for good cause, following the cessation
               of base salary payments as provided in paragraph
               9), you agree to provide consulting services to
               management of AL in consideration of monthly
               payments to you of $4,500.00 (subject to
               adjustment as provided below), plus payment of
               your reasonable expenses incurred in performing
               such services.  The monthly amount specified in
               the prior sentence shall be adjusted as of each
               June (beginning with the June 1999 payment) by
               multiplying $4,500 by the result derived by
               dividing (i) the Consumer Price Index - All
               Metropolitan Areas (or most similar index then
               published) published under authority of the United
               States government ("CPI") for the December
               preceding such June by (ii) the CPI for December
               1996.  Such consulting services shall be provided
               at mutually agreeable times as reasonably
               requested by management of AL provided that,
               unless you otherwise consent, such services shall
               be rendered in Oslo, Norway and you shall not be
               required to provide such services on more than
               three days in any one month and further provided
               that you shall not be required to provide
               consulting services hereunder during any period of
               disability.  Payment of the consulting fees to you
               under this paragraph 11 shall be in addition to
               and shall not limit or affect the receipt by you
               during the Consulting Period of fees for services
               as a director of AL or any other company in the
               Worldwide Group or any payment to which you are
               entitled under any retirement, pension, savings or
               other benefit plan of AL-Oslo or any other company
               in the Worldwide Group.

If the foregoing accurately reflects the terms of your employment
by AL and the Worldwide Group, please sign both copies of this
letter where indicated and return one original signed document to
my attention.

                                   Sincerely,



                                   Thomas G. Gibian
                                   Chairman of the
                                   Compensation Committee


The foregoing accurately reflects
my understanding:



_______________________  Date:__________
Einar W. Sissener


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<TEXT>

                        A.L. PHARMA INC.

                1983 INCENTIVE STOCK OPTION PLAN

                      As Amended through
                          June 7, 1995
                                          As Amended thru: 6/7/95


                        A.L. PHARMA INC.
                1983 INCENTIVE STOCK OPTION PLAN


1.   Purpose of the Plan

     This 1983 Stock Option Plan (the "Plan") of A.L. Pharma Inc.
(the "Company"), is designed to provide incentive to present  and
future executive, managerial, marketing, technical and other  key
employees  of  the  Company and of its subsidiaries  (hereinafter
referred  to  as  "Employees")  by affording  such  Employees  an
opportunity to acquire or increase their proprietary interest  in
the  Company  through the acquisition of shares of  its  Class  A
Common  Stock.  By encouraging stock ownership by such Employees,
the   Company  seeks  to  attract  and  retain  in  its  and  its
subsidiaries' employ persons of exceptional competence and  seeks
to  furnish an added incentive for them to increase their efforts
on behalf of the Company.

2.   Administration

     This  Plan shall be administered by a committee of the Board
of  Directors of the Company consisting of one or more  directors
(the  "Options  Committee")  appointed  for  such  purpose.   All
questions  of  interpretation and application of  this  Plan,  of
options  granted  hereunder   (the  "Options"),  of  any  related
agreements and instruments, and of the value of shares of Class A
Common  Stock subject to Options, shall be subject  to  the  good
faith  determination  of the Options Committee,  which  shall  be
final  and binding.  If for any reason an Options Committee shall
not  have been appointed, all authority and duties of the Options
Committee under this Plan shall be vested in and exercised by the
Board of Directors of the Company.

3.   Option Shares

     The  stock  subject to the Options and other  provisions  of
this  Plan shall be shares of the Company's Class A Common Stock,
with  $.20  par  value (hereinafter referred to  as  the  "Common
Stock").   The total amount of the Common Stock with  respect  to
which  Options  may be granted shall not exceed in the  aggregate
2,500,000* shares; provided, however, that the type and aggregate
number  of  shares  which  may  be  subject  to  Options  granted
hereunder shall be subject to adjustment in accordance  with  the
provisions of paragraph 16 hereof, and further provided  that  if
Incentive  Stock Options are granted, the aggregate  fair  market
value  (determined as of the time the option is granted)  of  the
     Stock with respect to which Options are exercisable for the first
time  by  any single employee during any calendar year shall  not
exceed   $100,000.   Such  shares  may  be  treasury  shares   or
authorized but unissued shares.

     If,  for any reason the full number of shares covered by any
Option  are  not issued before the Option expires or  terminates,
shares not issued under such Option shall again be available  for
the grant of Options under this Plan.

4.   Authority to Grant Options

     The Options Committee may grant Options from time to time to
such eligible Employees as it shall determine; provided, however,
that  no Options may be granted to any person who is a member  of
the Options Committee at the time of such grant.  Subject only to
any applicable limitations set forth in this Plan, the number  of
shares  of  Common Stock which may be purchased pursuant  to  any
Option shall be as determined by the Options Committee, but in no
event  may the number of Options granted to any person under  the
Plan exceed 100,000 in any taxable period.

     In  the discretion of the Options Committee, Options granted
under this Plan may be "incentive stock options" as such term  is
defined  in  Section 422A of the Internal Revenue  Code  of  1986
("Incentive  Stock Options"), or Options which do not  meet  such
definition.   The  option agreement with respect  to  any  Option
intended  to  qualify  as  an Incentive  Stock  Option  shall  so
identify such Option.

5.   Limitation on Value of Shares Covered by Incentive Stock
     Options Granted to Any Employee

     The  aggregate fair market value (determined as of the  time
the  Option is granted) of the Common Stock with respect to which
any  employee may be granted Incentive Stock Options  under  this
Plan  and  any  other  plans  of the Company  or  any  parent  or
subsidiary  of the Company shall not exceed the amount  permitted
by Section 422A of the Internal Revenue Code of 1986.

6.   Eligibility

     The  individuals who shall be eligible to participate in the
Plan  shall  be  such  Employees from  the  class  of  executive,
managerial, marketing, technical and other key employees  as  the
Options Committee shall determine from time to time.

7.   Option Price

     The  price at which shares may be purchased pursuant to  any
Option  shall be specified by the Options Committee at  the  time
the  Option is granted, and shall be equal to or greater than the
fair market value, as determined by the Options Committee, of the
shares of Common Stock on the date the Option is granted.

8.   Terms of Options; Vesting

     The  Options  Committee shall determine  the  term  of  each
Option  which  shall in no event exceed ten years and  one  month
from  the  date  of grant.  Unless the Committee shall  otherwise
determine at the time of grant, Options shall vest at the rate of
25%  per year that the Employee holds such Option so that Options
shall not become fully exercisable until four years from the date
of  grant.   Accordingly,  unless the Committee  shall  otherwise
determine at the time of grant, Options cannot be exercised until
one  year after the Option has been granted and then 25%  of  the
Option Shares may be purchased during the second year, 50% during
the  third year, 75% during the fourth year, and 100% after  four
years.   Subject  to the limitations contained  in  paragraph  12
hereof,  the  Options  Committee  may,  in  its  discretion:  (a)
accelerate  the  time  at which any outstanding  Option  or  part
thereof  shall become exercisable and (b) extend the time  during
which  any outstanding Option may be exercised, provided that  no
Option  may be exercised more than ten years and one month  after
the  date  of  grant.  There shall be deemed to be  part  of  the
conditions  and  terms of every Option granted  hereunder  as  an
Incentive  Stock  Option  each  condition,  term,  limitation  or
restriction which is required under Section 422A of the  Internal
Revenue  Code and the applicable regulations for such  Option  to
qualify as an Incentive Stock Option.

9.   Amount Exercisable

     Each  Option may be exercised, so long as it has vested  and
is valid and outstanding, from time to time, in part or in whole,
subject  to any limitations with respect to the number of  shares
for which the Option may be exercised at a particular time and to
such other conditions as the Options Committee in its discretion,
may specify.

10.  Exercise of Options

     Options shall be exercised by the delivery of written notice
to the Company (Attention: Treasurer) setting forth the number of
shares  with  respect to which the Option is to be exercised  and
the  address to which the certificates for such shares are to  be
mailed, together with (i) cash (including checks, bank drafts  or
postal  or  express  money orders payable to  the  order  of  the
Company)  or  (ii), if permitted by the Option Committee  and  in
accordance  with  Section 10C, shares of Common Stock  previously
acquired,  in  an aggregate amount equal to the option  price  of
such  shares.  As promptly as practicable after receipt  of  such
written notification and payment and subject to Section 10B,  the
Company shall deliver to the optionee certificates for the number
of  shares  with  respect  to  which  such  Option  has  been  so
exercised,  issued  in the optionee's name:  provide,  that  such
delivery  shall  be  deemed effected for all purposes  when  such
certificates shall have been deposited in the United States mail,
addressed  to the optionee, at the address specified pursuant  to
this paragraph.  For all purposes, an optionee shall be deemed to
have  exercised  an Option and to have purchased and  become  the
holder  of the Option Shares as of the date the Company  receives
written  notification of exercise and payment as provided  herein
and in Section 10B.

10A. Alternative Cash Settlement Method

     The Option Committee, in its discretion, may confer upon the
grantee of any Option granted pursuant to this Plan the right  to
exercise, with respect to shares of Common Stock which  could  be
purchased  under  an Option otherwise exercisable  hereunder,  an
alternative cash settlement right as set forth below in  lieu  of
purchasing shares under such Option.  Such right may be conferred
at   the  time  the  Options  are  granted  or  with  respect  to
outstanding Options.

     The  alternative cash settlement right shall mean the right,
in  lieu  of purchasing shares under an Option which is otherwise
exercisable under this Plan, to receive a payment in  cash  equal
to  the excess of the value of one share of Common Stock over the
option  price set forth in the Option times the number of  shares
as  to  which the alternative cash settlement right is exercised.
Notwithstanding the other provisions of this Plan, exercise of an
alternative  cash settlement right (i) shall be  subject  to  the
approval  of the Committee at the time of such exercise and  (ii)
may  only  be exercised in connection with and at the  same  time
that  an Option is being exercised under Section 10 of this  Plan
and  may  not be exercised with respect to more shares of  Common
Stock  than  are  then being purchased upon such  exercise  under
Section  10.   For  purposes of determining an  alternative  cash
settlement,  the  value per share of Common Stock  shall  be  the
closing price on the principal stock exchange on which the Common
Stock  is listed for trading on the date of the exercise  of  the
Option   (or,  if no such closing price is available,  the  value
shall  be  determined in such other manner as the  Committee  may
deem appropriate).

     Exercise of alternative cash settlement rights shall be made
by  notice delivered to the Company as provided in Section 10  of
this  Plan.   Exercise  of  an  Option  through  exercise  of  an
alternative cash settlement right shall for purposes of this Plan
have the same effect as if the shares of Common Stock as to which
such   right   was  exercised  were  issued  under   this   Plan;
accordingly, there shall be a decrease in the number of shares of
Common  Stock which thereafter may be available for  purposes  of
granting  Options  under this Plan by the  number  of  shares  of
Common Stock as to which an alternative cash settlement right  is
exercised.

10B  Withholding Tax Requirements

     It shall be a condition of exercise of any Option (including
any  exercise of an alternative cash settlement right)  that  the
Employee exercising the Option make appropriate payment or  other
provision  acceptable  to  the  Company  with  respect   to   any
withholding  tax  requirement arising from  such  exercise.   The
amount  of withholding tax required, if any, with respect to  any
Option exercise (the "Withholding Amount") shall be determined by
the  Treasurer or other appropriate officer of the  Company,  and
the  Employee  shall  furnish  such  information  and  make  such
representations   as   such  officer  requires   to   make   such
determination.   In  the  event  of  an  exercise  involving   an
alternative cash settlement right, the Company shall withhold the
Withholding  Amount  from  the amount otherwise  payable  to  the
Employee.   If  the  Company determined that withholding  tax  is
required  with  respect to any Option exercise not  involving  an
alternative cash settlement right, the Company shall  notify  the
Employee of the Withholding Amount, and the Employee shall pay to
the  Company, by check or other means acceptable to the  Company,
an  amount  not  less than the Withholding Amount.   In  lieu  of
making   such  payment,  the  Employee  may  elect  to  pay   the
Withholding  Amount by either (i) delivering  to  the  Company  a
number  of  shares  of  Common Stock having  an  aggregate  value
(determined  as set forth in Section 10A) as of the  "measurement
date"  (as  hereinafter defined) not less  than  the  Withholding
Amount  or  (ii) directing the Company to withhold  (and  not  to
deliver or issue to Employee) a number of shares of Common  Stock
otherwise  issuable upon the Option exercise having an  aggregate
value  (determined  as  set  forth in  Section  10A)  as  of  the
measurement  date not less than the Withholding Amount;  provided
that if the Employee is an officer or director subject to Section
16(b)  of  the  Securities Exchange Act of 1934, as amended,  the
election to meet withholding tax requirements by the delivery  or
direction  to  withhold  shares  of  Common  Stock  may  only  be
exercised (i) during a ten day "window" period specified in  Rule
16b-3  or (ii) at least six months prior to the measurement  date
or  (iii)  at  such  other time as will not, in  the  opinion  of
counsel for the Company, result in any liability of such Employee
under  said Section 16(b).  If the Company approves, an  Employee
may  elect  pursuant to  the prior sentence to deliver or  direct
the  withholding  of shares of Common Stock having  an  aggregate
value  in  excess of the minimum Withholding Amount  but  not  in
excess  of  the  Employee's applicable highest marginal  combined
federal  income and state income tax rate, as estimated  in  good
faith  by the Employee.  Any fractional share interests resulting
from  the  delivery or withholding of shares of Common  Stock  to
meet withholding tax requirements shall be settled in cash.   All
amounts paid to or withheld by the Company and the value  of  all
shares  of  Common Stock delivered to or withheld by the  Company
pursuant  to  this Section 10B shall be deposited  in  accordance
with  applicable law by the Company as withholding  tax  for  the
Employee's  account.   If  the  Treasurer  or  other  appropriate
officer  of  the  Company determines that no withholding  tax  is
required with respect to the exercise of any Option (because such
Option   is   an  Incentive  Stock  Option  or  otherwise),   but
subsequently  it  is  determined that the  exercise  resulted  in
taxable  income as to which withholding is required (as a  result
of  a  disposition  of shares or otherwise), the  Employee  shall
promptly, upon being notified of the withholding requirement, pay
to  the  Company  by means acceptable to the Company  the  amount
required  to  be  withheld; and at its election the  Company  may
condition  any  transfer of shares issued  upon  exercise  of  an
Incentive  Stock Option upon receipt of such payment.   The  term
"measurement  date" as used in this Section 10B  shall  mean  the
date  on which any taxable income resulting from the exercise  of
an  Option  is  determined under applicable  federal  income  tax
provisions.

10C. Exchange of Previously Acquired Stock

     The Option Committee, in its discretion, may (subject to the
provisos to this sentence) permit the option price for the shares
being acquired upon the exercise of an Option to be paid, in full
or  in part, by the delivery to the Company of a number of shares
of  Common  Stock  having an aggregate value (determined  as  set
forth  in Section 10A) as of the "exercise measurement date"  (as
hereinafter defined) equal to the exercise price for  the  shares
being  acquired;  provided that if the  Employee  exercising  the
Option is an officer or director subject to Section 16(b) of  the
Securities  and  Exchange  Act of  1934,  as  amended,  and  such
Employee is permitted by the Option Committee to pay the exercise
price  under an Option by delivery of previously acquired  Common
Stock, the election to deliver such Common Stock may only be made
(i)  during a ten day "window" period specified in Rule 16b-3  or
(ii)  at least six months prior to the exercise measurement  date
or  (iii)  as  such  other time as will not, in  the  opinion  of
counsel for the Company, result in any liability of such Employee
under said Section 16(b); provided further that if the shares  of
Common  Stock being delivered as payment for all or part  of  the
exercise  price  under an Option were acquired  pursuant  to  the
exercise  of  another Option, such Common Stock  must  have  been
owned  by  the  Employee for at least six  months  preceding  the
exercise measurement date; and provided further that this Section
10C  shall  only  be  available for, and applicable  to,  Options
granted  subsequent  to September 30, 1986.  The  term  "exercise
measurement date" as used in this Section 10C shall mean the date
on which the Option is exercised in accordance with Section 10.

11.  Transferability of Options

     Options shall not be transferable otherwise than by will  or
the  laws  of  descent and distribution and shall be  exercisable
during the optionee's lifetime only by him or by his guardian  or
legal representative.

12.  Termination of Employment or Death of Optionee

     Except as expressly provided herein, Options shall terminate
on the earlier of:

          a.   the date of expiration thereof, specified pursuant
               to paragraph 8 of this Plan,

          b.   immediately  upon  termination of  the  employment
               relationship between the Company and the  optionee
               for cause, or

          c.   thirty   (30)  days  or,  if  the  written  option
               agreement  (as specified pursuant to paragraph  18
               hereof) specifically provides, for a longer period
               not  to  exceed one year after termination of  the
               employment  relationship between the  Company  and
               the  optionee without cause, other than  death  or
               retirement in good standing from the employ of the
               Company  for  reasons of age or  disability  under
               then  established  rules of  the  Company  or  the
               subsidiary employing the optionee.

Whether  authorized leave of absence, or absence on  military  or
government   service,  shall  constitute   termination   of   the
employment  relationship,  shall be  determined  by  the  Options
Committee.

     In  the event of the death of the holder of an Option  while
in the employ of the Company and before the date of expiration of
such  Option, such Option shall terminate on the earlier of  such
date  of expiration or one year following the date of such death.
After  the  death of the optionee, his executors, administrators,
or any person or persons to whom his Option may be transferred by
will  or by the laws of descent and distribution, shall have  the
right,  at  any  time prior to such termination to exercise  such
Option  which shall have vested immediately prior to  his  death.
If,  before  the date of expiration of  an Option,  the  optionee
shall  be  retired  in  good standing from the  employee  of  the
Company  for  reasons  of  age  or  disability  under  the   then
established rules of the Company, such Option shall terminate  on
the  earlier of such date of expiration or 90 days after the date
of   such   retirement  unless  the  written   option   agreement
specifically provides for a longer period not to exceed one  year
after  the  date  of  such retirement unless the  written  option
agreement specifically provides for a longer period not to exceed
one  year  after the  date of such retirement.  In the  event  of
such  retirement, the optionee shall have the right prior to  the
termination of such Option to exercise the Option to  the  extent
to  which  he  was  entitled to exercise such Option  immediately
prior to such retirement.

     For  all  purposes of this Plan, an employment  relationship
between  the  Company and the optionee shall be deemed  to  exist
during  any  period  in which the optionee  is  employed  by  the
Company or by any subsidiary of the Company.

13.  Requirements Imposed by Law

     The  Company  shall  not be required to sell  or  issue  any
shares  under  any  Option if the issuance of such  shares  shall
constitute a violation by the optionee or by the Company  of  any
provisions   of  any  law  or  regulation  of  any   governmental
authority.  Any determination in this connection by  the  Options
Committee shall be final, binding and conclusive.

     The  Company shall not be required to issue any shares  upon
exercise  of  any  option  unless the Company  has  received  the
optionee's representation or other evidence satisfactory to it to
the  effect that the holder of such Option will not transfer such
Shares  in any manner which could constitute a violation  of  any
securities or other law, or which would not be in compliance with
such   other  conditions  as  the  Options  Committee  may   deem
appropriate.

14.  No Rights as Stockholder

     No  optionee shall have rights as a stockholder with respect
to  shares  covered by his Option until the date of  exercise  of
such  Option;  and, except as otherwise provided in paragraph  16
hereof, no adjustment for dividends, or otherwise, shall be  made
if  the record date therefore is prior to the date of exercise of
such option.

15.  No Employment Obligation

     The granting of any option shall not impose upon the Company
any  obligation to employ or continue to employ any optionee; and
the  right  of  the  Company to terminate the employment  of  any
officer or other employee shall not be diminished or affected  by
reason of the fact that an Option has been granted to him.

16.  Changes in the Firm's Capital Structure

     The existence of outstanding Options shall not affect in any
way the right of power of the Company or its stockholders to make
or   authorize   any   or   all  adjustment,   recapitalizations,
reorganization,  or  other  changes  in  the  Company's   capital
structure or its business, or any merger or consolidation of  the
Company, or any issue of bonds, debentures or preferred or  prior
preference  stock  senior to or otherwise  affecting  the  Common
Stock or the rights thereof, or the dissolution or liquidation of
the  Company, or any sale or transfer of all or any part  of  its
assets  or  business, or any other corporate act  or  proceeding,
whether of a similar character or otherwise.

     If  the  Company shall effect a subdivision or consolidation
of  shares  or other capital readjustment, or pay a  dividend  in
shares  of  its  Class A or Class B Common Stock,  then  (a)  the
number,  type, and per share price of shares of stock subject  to
outstanding Options hereunder shall be appropriately adjusted  in
such  a  manner  as  to  entitle each optionee  to  receive  upon
exercise of his Option, for the same aggregate consideration, the
same total number and type of shares as he would have received as
a  result  of the event requiring the adjustment had he exercised
his  Option  in  full immediately prior to such event;  provided,
however,  that, if any such adjustment would result in the  right
to  purchase a fractional share, the number of shares subject  to
the  Option will be decreased to the next lower whole number; and
(b)  the  number  and type of shares then reserved  for  issuance
under  the  Plan shall be adjusted by substituting for the  total
number  of  shares of Common Stock then reserved that number  and
type  of  shares  of stock that would have been received  by  the
owner of an equal number of outstanding shares of Common Stock as
the result of the event requiring the adjustment.

     If   the  Company  shall  be  a  party  to  any  merger   or
consolidation  or  effect  any recapitalization  which  causes  a
change  in  the Common Stock which does not effect an  adjustment
under  the  prior  paragraph,  the  Options  Committee,  in   its
discretion,  may, if it considers it to be appropriate  to  carry
out the intent and purpose of the Plan, make such adjustments  in
the  nature or amount of securities subject to the Options or the
Option  price  as it considers appropriate, and such  adjustments
shall be binding and conclusive on all holders of Options.

     Except  as  expressly  provided herein,  the  issue  by  the
Company   of   shares  of  stock  of  any  class,  or  securities
convertible  into  shares of stock of  any  class,  for  cash  or
property,  or for labor or services either upon direct  sale,  or
upon  the  exercise of rights or warrants to subscribe therefore,
or  upon conversion of other securities, shall not affect, and no
adjustment by reason thereof  shall be made with respect to,  the
number  or  price  of  shares of Common  Stock  then  subject  to
outstanding Options.

17.  Amendment or Termination of Plan

     The Board of the Directors of the Company may modify, revise
or  terminate this Plan at any time and from time to time, except
that neither the aggregate number of shares issuable pursuant to
this  Plan nor the minimum option price specified in paragraph  7
of  this  Plan  shall, other than by operation  of  paragraph  16
hereof, be adjusted without the consent of the holders of Class A
and Class B Common Stock having a majority of the voting power.

18.  Written Agreement

     Each Option granted hereunder shall be embodied in a written
option  agreement  which  shall  be  subject  to  the  terms  and
conditions  prescribed above and shall be signed by the  optionee
and by the President or Vice-President of the Company for and  in
the  name and on behalf of the Company.  Such an option agreement
shall  contain such other provisions as the Options Committee  in
its discretion shall deem advisable.

19.  Director and Stockholder Approval: Duration of Plan

     This Plan has been duly adopted by the Board of Directors on
September  26,  1983  and  approved by the  stockholders  of  the
Company  on  January 25, 1984.  Options may not be granted  under
this  Plan  after September 26, 2003.  This Plan shall  terminate
(a)  when the total amount of Common Stock with respect to  which
Options  may be granted shall have been issued upon the  exercise
of  Options, or (b) by action of the Board of Directors  pursuant
to paragraph 17 hereof, whichever shall first occur.



_______________________________
     *  Reflects 1985, 1986 and 1991 stock splits, additional
shares approved at the 1986, 1988, 1989, 1991, 1993 and 1995
stockholders' meetings.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<TEXT>





December 31, 1995

Mr. George Barrett
922 Rolandvue Avenue
Baltimore, Maryland 21204

Dear George:

As you know, your employment agreement with our organization
(dated August 6, 1990, the "Employment Agreement") expires on
December 31, 1995.  Therefore, I am sending you this letter which
contains the terms under which we are pleased to offer you the
position of President of the U.S. Pharmaceuticals Division
("USPD") and Vice-President of ALPHARMA INC. (the "Company")
beginning on January 1, 1996.  This position, as you know, is
headquartered in Baltimore, Maryland and reports directly to me.
The material terms of this position are as follows:

     1. Your base salary for 1996 is $290,000.  Your base salary
     will be reviewed for adjustment per Company policy as it
     exists at that time.
     
     2. You will be considered for an annual cash bonus each
     year.  In your position, you are eligible for a bonus of up
     to 40% of your base salary based on the overall performance
     of the Company, the performance of USPD, and your individual
     performance and contribution.
     
     3. You will continue to be eligible to receive stock options
     under the  terms of the Company's Stock Option Plan.  Under
     the present provisions of the Plan,  (a) options granted
     become exercisable at 25% of the total granted, one, two,
     three and four years from grant; (b) the  purchase price is
     the market price at the date of grant; (c) options expire
     ten years after grant and are normally granted in the spring
     of each year, based on the performance of your respective
     division, the overall performance of the Company and your
     individual performance and contribution.
     
     4. You will continue to participate in the USPD automobile
     plan for officers pursuant to the terms of such plan.
     
     5. You will be entitled to 4 weeks  vacation per year.
     
     6. You will receive a taxable annual $3000 allowance for tax
     and/or financial planning and tax return preparation.
     
     7. You understand that your employment is at will.  If your
     services are terminated because of a change in top
     management, the Company or your division being acquired or
     reorganized, or for any other reasons other than cause, you
     will be paid one year's base salary with fringe benefits in
     a manner best suited for the Company.
     
     8. Additionally, you will continue to participate in all
     programs established for employees of the USPD, including:
     
          (a) Medical/dental/temporary disability/life benefits
          (through the Barre-National Inc. subsidiary, "Barre"),
          in accordance with such plans, as may be amended from
          time to time.
          
          (b) The ALPHARMA INC. Pension Plan (currently
          covering the first $150,000 of base salary) as
          well as the ALPHARMA INC. Supplemental Pension
          Plan (currently covering base salary amounts above
          $150,000 up to a cap of $235,000) fully paid by
          the Company.
          
          (c) A Stock Purchase Plan in which employees can
          elect up to four percent of salary for the
          purchase ALPHARMA stock.  The Company will match
          25% of the employee's contribution.
          
          (d) A Savings Plan to which the employee can save
          either on a pre and/or post tax basis and contribute up
          to 15% of base pay.  The Company provides a service-
          weighted match on the first 6% of employee
          contributions.
          
          (e) A long term disability program that pays 60% of
          your annual salary integrated with social security
          until age 70.  The premium is paid by Barre.
          
     9.  The Company hereby acknowledges that the 1990 Employment
     Agreement terminates on December 31, 1995.  In addition, the
     Company hereby waives its rights to enforce your compliance
     with Sections 2, 3, 5, 6 and 8 of the Employment Agreement
     provided that you execute and return the Company's standard
     form of Employee Agreement which is attached hereto as
     Exhibit 1.
     
I would appreciate your acknowledgment of the terms herein by
signing both copies of this letter where indicated and return one
original signed document to Beth P. Hecht, Corporate Counsel.

Sincerely,



Einar W. Sissener
Chief Executive Officer and
Chairman of the Board of Directors

          
               Agreed and Accepted:
               
               __________________________
               George Barrett
               


Date:____________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>6
<TEXT>

                                                       Exhibit 11
<TABLE>
                         ALPHARMA INC.
        Computation of Earnings (Loss) per Common Share
                   Primary and Fully Diluted
       (Dollars in thousands, except for per share data)


       
<CAPTION>
                                               Twelve Months Ended
                                                    December 31,
                                              1995          1994       1993(A)
<S>                                       <C>           <C>          <C>                        
Computation for Statement of Operations

Primary earnings (loss) per share:

  Income (loss) before extraordinary item  $    18,817   $   (1,703)  $   10,129

  Extraordinary item, net of tax                                            (683)

  Net income (loss)                        $    18,817   $   (2,386)  $   10,129

   Average common shares outstanding        21,631,000   21,568,000   21,510,000

    Dilutive effect of outstanding options
     determined by treasury stock method       122,753       97,538       70,788
                                            21,753,753   21,665,538   21,580,788

  Earnings per common share - Primary

  Income (loss) before extraordinary item  $      0.86   $     (0.08) $      0.47

  Extraordinary item, net of tax           $             $     (0.03) $

  Net income (loss)                        $      0.86   $     (0.11) $      0.47

  Fully diluted earnings (loss) per share:

  Income (loss) before extraordinary item  $    18,817   $    (1,703) $    10,129

  Extraordinary item, net of tax                                (683)
  Net income (loss)                        $    18,817        (2,386)       10,129

   Average common shares outstanding        21,631,000    21,568,000    21,510,000
  additions:
    Assumed conversion of warrants
      as of beginning of period                576,000
    Dilutive effect of outstanding options
         determined by treasury stock method   200,369       97,538         70,788
                                            22,407,369   21,665,538     21,580,788

Earnings (loss) per common share - Fully Diluted

    Income (loss) before extraordinary item $     0.84   $     (0.08) $      0.47

    Extraordinary item, net of tax          $            $     (0.03) $

    Net income (loss)                       $      0.84  $     (0.11) $      0.47

</TABLE>

(A)  Reflects the retroactive effect of the October 1994  merger,
     accounted for as a pooling of interest, with A.L. Oslo.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>7
<TEXT>

                        ALPHARMA INC.
                              
               SUBSIDIARIES OF THE REGISTRANT

                                                  EXHIBIT 21


            NAME                  JURISDICTION IN WHICH
                                        ORGANIZED
United States:                
A. L. Specialty Chemicals,    Delaware
Inc.
ALPHARMA NW INC.              Washington
ALPHARMA U.S. INC.            Delaware
Barre Parent Corporation      Delaware
Barre-National, Inc.          Maryland
G. F. Reilly Company          Delaware
ParMed Pharmaceuticals, Inc.  Delaware
NMC Laboratories, Inc.        New York
Able Laboratories, Inc.       New Jersey
Wade Jones Company, Inc.      Texas
MikJan Corporation            Arkansas
                              
Foreign:                      
A.L-Pharma A/S                Denmark
ALPHARMA AS                   Norway
Allabinc de Mexico, S.A. de   Mexico
C.V.
A/S Dumex Norway              Norway
Biovet Pharma AS              Norway
Empressa Laboratories De      Mexico
Mexico S.A. de C.V.
DUMEX-ALPHARMA A/S            Denmark
Dumex AG                      Switzerland
Dumex B.V.                    Holland
DUMEX-ALPHARMA AB             Sweden
Dumex Limited                 United Kingdom
Norgesplaster                 Norway
OY Dumex AB                   Finland
P. T. Dumex Indonesia         Indonesia


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>8
<TEXT>

                                                       Exhibit 23




               CONSENT OF INDEPENDENT ACCOUNTANTS
                                
                                
     We consent to the incorporation by reference in the
Registration Statement of ALPHARMA INC., (formerly A.L. Pharma
Inc.) on Form S-8 File No. 33-60495 of our report dated March 4,
1996, on our audits of the financial statements and financial
statement schedule of ALPHARMA INC. and Subsidiaries as of
December 31, 1995 and 1994, and for each of the three years in
the period ended December 31, 1995, which report is included on
page F-2 in this Annual Report on Form 10-K.





                              COOPERS & LYBRAND L.L.P.


Parsippany, New Jersey
March 22, 1996

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>9
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           18351
<SECURITIES>                                         0
<RECEIVABLES>                                   132161
<ALLOWANCES>                                         0
<INVENTORY>                                     120084
<CURRENT-ASSETS>                                282886
<PP&E>                                          212176
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  634853
<CURRENT-LIABILITIES>                           169283
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                          4386
<OTHER-SE>                                      200804
<TOTAL-LIABILITY-AND-EQUITY>                    634853
<SALES>                                         520882
<TOTAL-REVENUES>                                520882
<CGS>                                           302127
<TOTAL-COSTS>                                   302127
<OTHER-EXPENSES>                                166274
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               21993
<INCOME-PRETAX>                                  30228
<INCOME-TAX>                                     11411
<INCOME-CONTINUING>                              18817
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     18817
<EPS-PRIMARY>                                      .86
<EPS-DILUTED>                                      .84
        

</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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