AMENDMENT NO. 4
                               TO
                        CREDIT AGREEMENT

                   Dated as of April 10, 1997


      AMENDMENT  NO. 4 dated as of April 10, 1997 among  ALPHARMA
U.S.  INC.,  a Delaware corporation (together with its successors
and   assigns,   the   "Borrower"),  the  BANKS   AND   FINANCIAL
INSTITUTIONS (the "Banks") party from time to time to the  Credit
Agreement (as defined below) and UNION BANK OF NORWAY,  as  agent
(the "Agent").

                     W I T N E S S E T H:

      WHEREAS, the Borrower, the Banks, the Agent, Union Bank  of
Norway, as arranger, and Den norske Bank AS, as co-arranger,  are
parties  to  that certain Credit Agreement dated as of  September
28,  1994, as amended by (i) a Consent and Agreement dated as  of
December  19,  1994, (ii) an Amendment No. 2 to Credit  Agreement
dated  as of December 1, 1995 and (iii) an Amendment No. 3  dated
as  of February 26, 1997 (as so amended, the "Credit Agreement"),
pursuant  to which the Banks made available to the Borrower  loan
facilities  in  the  aggregate  original  principal   amount   of
$185,000,000;

     WHEREAS, pursuant to the aforementioned Amendment No. 3, the
total  commitment  of  the Banks under the Credit  Agreement  was
reduced from $185,000,000 to $170,000,000;

     WHEREAS, the Borrower and the Banks have agreed to amend the
Credit Agreement on the terms and conditions set forth herein  in
order  to  increase the commitment of Summit Bank by  $10,000,000
and   thereby  increase  the  aggregate  amount  of  the   Banks'
commitments  under  the  Credit Agreement  from  $170,000,000  to
$180,000,000.

      NOW,  THEREFORE, in consideration of the premises  and  the
covenants  and  agreements contained herein, the  parties  hereto
agree  as  follows  (with  terms used herein  and  not  otherwise
defined  having  the  meaning  ascribed  thereto  in  the  Credit
Agreement):


                           ARTICLE I

                 AMENDMENTS TO CREDIT AGREEMENT

      Section  1.1.  Amendment of Commitments.  (a) Effective  on
and as of the dates provided in Table A below, the  aggregate  of
the Banks' Tranche A Term Commitments, Tranche B Term Commitments
and Revolving Loan Commitments shall be as set forth in the Table
A  below  and  (b) the Ratable Portion of each Bank's  individual
Commitments in respect thereof on and as of each such date  shall
be  as set forth in Tables B-1, B-2 and B-3 below (and on and  as
of  each  such  date, all references in the Credit  Agreement  to
Schedule  II shall be deemed to be references to Tables B-1,  B-2
and B-3 below, respectively):


                            TABLE A

                 Tranche A Term  Tranche B Term  Revolving Loan
Effective Date   Commitments     Commitments     Commitments
April 10, 1997   $58,500,000     $56,700,000     $64,800,000
June 2, 1997     $0              $56,700,000     $123,300,000
September 3,     $0              $0              $180,000,000
1997

                           TABLE B-1
                      as of April 10, 1997


              Tranche A     Tranche B     Revolving     Total
Name of Bank  Term          Term          Loan          Commitment
              Commitment    Commitment    Commitment
Union Bank    $29,250,000   $36,450,000   $34,300,000   $100,000,000
of Norway
Den norske    $15,750,000   $12,150,000   $12,100,000   $40,000,000
Bank ASA
Summit Bank   $13,500,000   $0            $11,500,000   $25,000,000
CoreStates    $0            $8,100,000    $  6,900,000  $15,000,000
Bank, N.A.
TOTAL         $58,500,000   $56,700,000   $64,800,000   $180,000,000


                           TABLE B-2
                       as of June 2, 1997

              Tranche A   Tranche B     Revolving   Total
Name of Bank  Term        Term          Loan        Commitment
              Commitment  Commitment    Commitment
Union Bank    $0          $36,450,000   $63,550,000   $100,000,000
of Norway
Den norske    $0          $12,150,000   $27,850,000   $40,000,000
Bank ASA
Summit Bank   $0          $0            $25,000,000   $25,000,000
CoreStates    $0          $8,100,000    $ 6,900,000   $15,000,000
Bank, N.A.
TOTAL         $0          $56,700,000   $123,300,000  $180,000,000

                           TABLE B-3
                    as of September 3, 1997

              Tranche A   Tranche B     Revolving     Total
Name of Bank  Term        Term          Loan          Commitment
              Commitment  Commitment    Commitment
Union Bank    $0          $0            $100,000,000  $100,000,000
of Norway
Den norske    $0          $0            $40,000,000   $40,000,000
Bank ASA
Summit Bank   $0          $0            $25,000,000   $25,000,000
CoreStates    $0          $0            $15,000,000   $15,000,000
Bank, N.A.
TOTAL         $0          $0            $180,000,000  $180,000,000


      Section 1.7.  Agreement Acknowledged and Confirmed.  Except
as  expressly amended hereby, the Credit Agreement and the  other
Loan Documents are hereby ratified and confirmed.


                           ARTICLE II

                 REPRESENTATIONS AND WARRANTIES

      Section 2.1.  Representations and Warranties.  The Borrower
represents and warrants as follows:

           (a)   Due Authorization.  The Borrower has the  power,
and  has  taken all necessary action to authorize it, to  execute
and  deliver this Amendment and to perform this Amendment and the
Credit Agreement as amended by this Amendment in accordance  with
their  respective terms .  This Amendment has been duly  executed
and  delivered by all necessary action of the Borrower  and  this
Amendment  and the Credit Agreement as amended by this  Amendment
are  the  legal,  valid and binding obligations of  the  Borrower
enforceable in accordance with their respective terms  under  all
Applicable  Law, subject, as to enforcement of remedies,  to  any
applicable  bankruptcy, insolvency or other  laws  affecting  the
enforcement of creditors' rights generally.

           (b)   Compliance  with Law, etc.   The  execution  and
delivery  of this Amendment and the performance of this Amendment
and  the  Credit  Agreement  as  amended  by  this  Amendment  in
accordance  with their respective terms do not and will  not  (i)
violate  any provision of any applicable laws, orders,  rules  or
regulations presently in effect or (ii) conflict with, result  in
a  breach  of  or  constitute a default under the  organizational
documents  of  the  Borrower,  or  any  indenture,  agreement  or
instrument to which the Borrower is a party or by which it or its
properties may be bound.

           (c)   Governmental Regulation.  The  Borrower  is  not
required  to  obtain  any governmental authorizations,  consents,
orders or approvals in connection with the execution and delivery
of   this  Amendment  or  the  performance  of  the  transactions
contemplated  by each of this Amendment and the Credit  Agreement
as amended by this Amendment.

            (d)    Validity.    There  are  no   proceedings   or
investigations pending or, to the best knowledge of the Borrower,
threatened  against  the Borrower before  any  court,  regulatory
body,  administrative  agency or other tribunal  or  governmental
instrumentality  (i)  asserting  the  invalidity  of  the  Credit
Agreement  as amended by this Amendment, (ii) seeking to  prevent
the  consummation of any of the transactions contemplated by  the
Credit Agreement as amended by this Amendment, (iii) seeking  any
determination or ruling that, in the reasonable judgment  of  the
Borrower,  would materially and adversely affect the  performance
by  the Borrower of its obligations under this Amendment and  the
Credit  Agreement as amended by this Amendment and  (iv)  seeking
any  determination or ruling that would materially and  adversely
affect the validity or enforceability of the Credit Agreement  as
so amended.

           (e) Representations; No Defaults.  The representations
and  warranties contained in Article VII of the Credit  Agreement
are  true  and  correct, and no Default or Event of  Default  has
occurred and is continuing.


                          ARTICLE III

                         MISCELLANEOUS

      Section  3.1.   Governing  Law.  This  Amendment  shall  be
governed  by, and construed in accordance with, the laws  of  the
State of New York.

      Section 3.2.  Counterparts.  This Amendment may be executed
in  any number of counterparts, all of which taken together shall
constitute one and the same instrument.

     Section 3.3.  Severability.  Any provision of this Amendment
that is prohibited or unenforceable in any jurisdiction shall, as
to  such  jurisdiction,  be ineffective to  the  extent  of  such
prohibition or unenforceability without invalidating or affecting
the  validity  or enforceability of such provision in  any  other
jurisdiction.

     Section 3.4.  Loan Document.  The parties hereto acknowledge
that  this Amendment shall be a "Loan Document" as such  term  is
defined in the Credit Agreement.
      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Amendment to be executed by their duly authorized officers all as
of the date and year first above written.

                    ALPHARMA U.S. INC.


                    By:  __________________________
                         Name:     Jeffrey E. Smith
                         Title:     Vice  President  and  Chief
                                    Financial Officer


                    UNION BANK OF NORWAY, as Agent


                    By:  ___________________________
                         Name:
                         Title:

                    UNION BANK OF NORWAY, as Bank


                    By:  ____________________________
                         Name:
                         Title:


                    CORESTATES BANK, N.A.


                    By:  _________________________
                         Name:
                         Title:


                    DEN NORSKE BANK ASA


                    By:  __________________________
                         Name:
                         Title:


                    SUMMIT BANK


                    By:  ________________________
                         Name:
                         Title:

                     CONSENT OF GUARANTORS

Each of the undersigned acknowledges the foregoing Amendment  and
agrees that its obligations under each Loan Document to which  it
is a party shall remain unimpaired and in full force and effect.


ALPHARMA INC.

By   _______________________
     Name:     Jeffrey E. Smith
     Title:    Vice President and Chief Financial Officer

ALPHARMA USPD INC.

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Treasurer

PARMED PHARMACEUTICALS, INC.

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Treasurer

NMC LABORATORIES, INC.

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Treasurer

WADE JONES COMPANY, INC.

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Assistant Treasurer

BARRE PARENT CORPORATION

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Treasurer

MIKJAN CORPORATION

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Assistant Treasurer