Page 1 of 24


                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


                                FORM 10-Q/A
                            Amendment No. 1 to


           Quarterly Report Pursuant To Section 13 or 15 (d) of
                    the Securities Exchange Act of 1934


For quarter ended                  Commission file number 1-8593
March 31, 2000

                         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)

      Indicate  by  check mark whether the registrant  (1)  has  filed  all
reports  required  to be filed by Section 13 or 15 (d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period that the registrant was required to file such reports), and (2)  has
been subject to such requirements for the past 90 days.


                   YES    X         NO

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of April 28, 2000:

     Class A Common Stock, $.20 par value -- 20,252,091 shares;
     Class B Common Stock, $.20 par value --  9,500,000 shares.


                               ALPHARMA INC.

                                   INDEX



                                                       Page No.


PART I.  FINANCIAL INFORMATION


   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheet (Restated)
     as of March 31, 2000 and December 31, 1999                  3

     Consolidated Statement of Income (Restated) for
     the Three Months Ended March 31, 2000 and 1999         4

     Consolidated Condensed Statement of Cash
     Flows (Restated) for the Three Months Ended
     March 31, 2000 and 1999                                5

     Notes to Consolidated Condensed Financial
     Statements                                                 6-17


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                     18-21

   Item 3.       Quantitative and Qualitative Disclosures
            about Market Risk                                22


PART II.  OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K                 23

   Signatures                                                24


                      ALPHARMA INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEET
                         (In thousands of dollars)
                                (Unaudited)


                                              March 31,     December 31,
                                                2000            1999
                                             (Restated)         (Restated)

ASSETS
Current assets:
  Cash and cash equivalents                 $  12,841        $ 17,655
  Accounts receivable, net                    169,587         189,261
  Inventories                                 177,740         161,033
  Prepaid expenses and other
   current assets                              13,641          13,923

     Total current assets                     373,809         381,872

Property, plant and equipment, net            239,114         244,413
Intangible assets, net                        472,263         488,958
Other assets and deferred charges              46,814          45,023
          Total assets                     $1,132,000      $1,160,266

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt         $  13,969         $ 9,111
  Short-term debt                               3,980           4,289
  Accounts payable and accrued expenses       123,461         135,281
  Accrued and deferred income taxes            12,068          15,595
     Total current liabilities                153,478         164,276

Long-term debt:
  Senior                                      214,739         225,110
  Convertible subordinated notes,
     including $67,850 to related party       368,396         366,674
Deferred income taxes                          33,920          35,065
Other non-current liabilities                  15,887          17,208

Stockholders' equity:
  Class A Common Stock                          4,101           4,078
  Class B Common Stock                          1,900           1,900
  Additional paid-in-capital                  301,043         297,780
  Accumulated other comprehensive
    loss                                     (52,350)        (34,201)
  Retained earnings                            97,587          88,560
  Treasury stock, at cost                     (6,701)         (6,184)
     Total stockholders' equity               345,580         351,933
          Total liabilities and
           stockholders' equity            $1,132,000      $1,160,266

               The accompanying notes are an integral part
           of the consolidated condensed financial statements.

                      ALPHARMA INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF INCOME
                  (In thousands, except per share data)
                                (Unaudited)

                                                Three Months Ended
                                                      March 31,
                                                   2000       1999
                                                (Restated)  (Restated)

     Total revenue                              $186,078    $155,949
        Cost of sales                             97,042      87,941
     Gross profit                                 89,036      68,008

        Selling, general and
          administrative expenses                 63,097      50,071

     Operating income                             25,939      17,937

        Interest expense                        (10,860)     (7,466)
        Other, net                                   948         943

     Income before provision for income taxes     16,027      11,414

        Provision for income taxes                 5,662       4,216
     Net income                                  $10,365     $ 7,198

     Earnings per common share:
       Basic                                     $  0.35     $  0.26
       Diluted                                   $  0.33     $  0.26

     Dividend per common share                   $  .045     $  .045



                The accompanying notes are an integral part
            of the consolidated condensed financial statements.
                 ALPHARMA INC. AND SUBSIDIARIES
         CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                    (In thousands of dollars)
                           (Unaudited)
                                                  Three Months Ended
                                                        March 31,
                                                      2000         1999
                                                  (Restated)     (Restated)

Operating Activities:
  Net income                                          $10,365    $  7,198
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
     Depreciation and amortization                     14,368    10,582
        Interest accretion on convertible
    debt                                                1,722        -
  Changes in assets and liabilities:
     Decrease in accounts receivable                   16,929    18,414
          (Increase) in inventory                     (19,861)  (7,400)
          (Decrease) in accounts payable,
          accrued expenses and taxes payable         (11,706)    (3,780)
          Other, net                                  (1,091)    (870)
        Net cash provided by
        operating activities                           10,726    24,144

Investing Activities:
  Capital expenditures                                 (8,031)    (6,739)
       Loans to Ascent Pediatrics                      (1,500)    (4,000)
       Purchase of intangible assets                   (3,441)      -
         Net cash used in investing
    activities                                        (12,972)   (10,739)

Financing Activities:
  Dividends paid                                      (1,338)    (1,247)
   Proceeds from senior long-term debt                   -       187,000
  Reduction of senior long-term debt                  (3,266)   (187,673)
   Net repayments under lines of credit                 (246)    (22,777)
  Payments for debt issuance costs                        -      (3,104)
       Proceeds from issuance of common stock          2,682       11,011
       Purchase of treasury stock                       (517)         -
     Net cash used in financing activities           (2,685)       (16,790)

Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                             (543)        (824)
  Income tax effect of exchange rate
    changes on intercompany advances                     660        1,061
     Net cash flows from exchange
            rate changes                                  117         237

Decrease in cash                                      (4,814)    (3,148)

Cash and cash equivalents at
  beginning of year                                     17,655     14,414
Cash and cash equivalents at
  end of period                                       $ 12,841   $ 11,266

           The accompanying notes are an integral part
       of the consolidated condensed financial statements.

1A.       General

     The accompanying consolidated condensed financial statements
include  all  adjustments (consisting only  of  normal  recurring
accruals)  which  are,  in the opinion of management,  considered
necessary for a fair presentation of the results for the  periods
presented.   These  financial  statements  should  be   read   in
conjunction   with  the  consolidated  financial  statements   of
Alpharma  Inc.  and Subsidiaries included in the  Company's  1999
Annual Report on Form 10-K/A. The reported results for the  three
month  period ended March 31, 2000 are not necessarily indicative
of the results to be expected for the full year.

1B.  Restatement of Financial Statements

      In  the  third quarter of 2000 the Company discovered  that
with  respect  to  its Brazilian AHD operations,  which  reported
revenues  of  approximately $1,800, $6,000 and  $13,700  for  the
years  1997,  1998,  and 1999, respectively, a  small  number  of
employees collaborated to circumvent established company policies
and controls to create invoices that were either not supported by
underlying  transactions  or for which the  recorded  sales  were
inconsistent with the underlying transactions.

       A  full investigation of the matter with the assistance of
counsel and the company's independent auditors was initiated  and
completed.  As  a result, the individuals responsible  have  been
removed,  new  management  has been appointed  to  supervise  AHD
Brazilian  operations and the Company has restated  all  affected
periods,  comprising all four quarters of 1999 and the first  two
quarters of 2000.

      A  summary of the effects of the restatement adjustments on
the   accompanying  balance  sheet  as  of  March  31,  2000  and
statements of income for the three month periods ended March  31,
2000 and 1999 follows:

                                         March 31, 2000
                                   Reported         Restated
ASSETS:
 Accounts receivable              $182,166          $169,587
 Inventory                         170,809           177,740
 Other current assets               26,482            26,482
     Current assets                379,457           373,809

 Non current assets                758,191           758,191

          Total assets          $1,137,648        $1,132,000

LIABILITIES AND EQUITY:
 Current liabilities              $155,517          $153,478
 Long-term debt                    583,135           583,135
 Deferred taxes and other           49,807            49,807
 Cumulative translation adj.      (52,069)          (52,350)
 Stockholders' equity              401,258           397,930

          Total liabilities &
             equity             $1,137,648        $1,132,000


                      Three Months Ended    Three Months Ended
                        March 31, 2000        March 31, 1999
                     Reported    Restated   Reported   Restated

Total revenue       $188,280    $186,078   $156,759    $155,949
Cost of sales        98,036      97,042     88,367      87,941
Gross profit         90,244      89,036     68,392      68,008
Selling, general &
  administrative
  expenses            63,097      63,097    50,071      50,071
Operating income     27,147      25,939     18,321      17,937
Interest expense    (10,860)    (10,860)   (7,466)     (7,466)
Other, net              948         948        943         943
Income before
  provision for
  income taxes       17,235      16,027     11,798      11,414
Provision for
  income taxes        6,121       5,662      4,362       4,216
Net income          $ 11,114    $ 10,365   $ 7,436     $ 7,198
Earnings per
  common share:
     Basic            $0.38       $0.35      $0.27       $0.26
     Diluted          $0.35       $0.33      $0.27       $0.26


2.   Inventories

     Inventories consist of the following:

                                   March 31,    December 31,
                                     2000          1999

     Finished product            $101,781       $ 94,189
     Work-in-process               28,194         28,938
     Raw materials                 47,765         37,906
                                 $177,740       $161,033

3.   Long-Term Debt


Long-term debt consists of the following:
                                            March 31,   December 31,
                                               2000          1999
Senior debt:
 U.S. Dollar Denominated:
  1999 Revolving Credit Facility
  (7.4 - 7.7%)                            $177,500       $180,000
  Industrial Development Revenue Bonds       9,130          9,130
  Other, U.S.                                  142            172

 Denominated in Other Currencies:
       Mortgage notes payable (NOK)         36,372         38,521
  Bank and agency development loans          5,564          6,398
(NOK)
 Total senior debt                         228,708        234,221

Subordinated debt:
 3%     Convertible Senior Subordinated
      Notes due 2006 (6.875% yield),
      including interest accretion          175,546         173,824
 5.75% Convertible Subordinated Notes
       due 2005
                                           125,000         125,000
 5.75% Convertible Subordinated
       Note due 2005 - Industrier Note     67,850          67,850
 Total subordinated debt                   368,396         366,674

  Total long-term debt                     597,104        600,895
  Less, current maturities                  13,969          9,111
                                          $583,135       $591,784


4.   Earnings Per Share

      Basic earnings per share is based upon the weighted average
number  of common shares outstanding. Diluted earnings per  share
reflect the dilutive effect of stock options and convertible debt
when appropriate.

      A reconciliation of weighted average shares outstanding for
basic  to  diluted  weighted average  shares  outstanding  is  as
follows:

(Shares in thousands)                      Three Months Ended
                                         March 31,     March 31,
                                           2000          1999

Average shares outstanding - basic       29,626         27,255
Stock options                               325            430
Convertible debt                          6,744            -
Average shares outstanding - diluted     36,695         27,685

      The  amount of dilution attributable to the stock  options,
determined  by the treasury stock method, depends on the  average
market price of the Company's common stock for each period.

      Subordinated  notes  issued in  March  1998  ("05  Notes"),
convertible into 6,744,481 shares of common stock at  $28.59  per
share,  were included in the computation of diluted EPS  for  the
three months ended March 31, 2000. The calculation of the assumed
conversion was antidilutive for the same period in 1999.

      In  addition, subordinated senior notes issued in June 1999
("06 Notes") convertible into 5,294,301 shares of common stock at
$32.11 per share were outstanding at March 31, 2000, but were not
included in the computation of diluted EPS because the result was
antidilutive.

     The numerator for the calculation of basic EPS is net income
for all periods. The numerator for the calculation of diluted EPS
is  net  income  for the three months ended March 31,  1999.  The
numerator  for the three months ended March 31, 2000 includes  an
add back for interest expense and debt cost amortization, net  of
income tax effects, related to the 05 Notes.

      A  reconciliation of restated net income used for basic  to
diluted EPS is as follows:

                                       Three Months Ended
                                 March 31, 2000   March 31, 1999

Net income - basic                   $10,365          $7,198
Adjustments under the if-
  converted method, net of tax         1,811            -
Adjusted net income - diluted        $12,176          $7,198



5.   Supplemental Data

                                         Three Months Ended
                                        March 31,     March 31,
                                         2000           1999
Other income (expense), net:
 Interest income                        $ 396           $ 186
 Foreign exchange gains (losses),
  net                                     189           (297)
 Amortization of debt costs             (493)           (279)
 Litigation/Insurance settlements         483           1,000
 Income from joint venture
       carried at equity                  503           300
 Other, net                             (130)                33
                                        $ 948           $ 943

Supplemental cash flow information:

Cash paid for interest (net amount
 capitalized)                          $7,274        $3,521
Cash paid for income taxes (net of
 refunds)                              $7,732      $5,648


6.   Reporting Comprehensive Income

      SFAS 130, "Reporting Comprehensive Income" requires foreign
currency  translation adjustments and certain other items  to  be
included   in   other   comprehensive   income   (loss).    Total
comprehensive  loss amounted to approximately $7,784  and  $7,109
for the three months ended March 31, 2000 and 1999, respectively.
The  only components of accumulated other comprehensive loss  for
the Company are foreign currency translation adjustments.



7.        Contingent Liabilities and Litigation

      The  Company  was  originally  named  as  one  of  multiple
defendants  in  62  lawsuits alleging personal injuries  and  six
class  actions for medical monitoring resulting from the  use  of
phentermine   distributed   by  the  Company   and   subsequently
prescribed   for   use  in  combination  with  fenflurameine   or
dexfenfluramine  manufactured and sold by other defendants  (Fen-
Phen  Lawsuits). None of the plaintiffs have specified an  amount
of monetary damage. Because the Company has not manufactured, but
only  distributed  phentermine,  it  has  demanded  defense   and
indemnification from the manufacturers and the insurance carriers
of  manufacturers from whom it has purchased the phentermine. The
Company has received a partial reimbursement of litigation  costs
from  one  of the manufacturer's carriers. The Company  has  been
dismissed in all the class actions and the plaintiffs  in  52  of
the   lawsuits  have  agreed  to  dismiss  the  Company   without
prejudice.  Based  on an evaluation of the circumstances  as  now
known, including but not solely limited to, 1) the fact that  the
Company  did  not manufacture phentermine, 2) it had a  diminimus
share  of the phentermine market and 3) the presumption  of  some
insurance coverage, the Company does not expect that the ultimate
resolution of the current Fen-Phen lawsuits will have a  material
impact on the financial position or results of operations of  the
Company.

     Bacitracin zinc, one of the Company's feed additive products
has  been  banned  from  sale in the European  Union  (the  "EU")
effective July 1, 1999. While initial efforts to reverse the  ban
in  court were unsuccessful, the Company is continuing to  pursue
initiatives  based  on  scientific  evidence  available  for  the
product,  to limit the effects of this ban. In addition,  certain
other countries, not presently material to the Company's sales of
bacitracin  zinc  have  either  followed  the  EU's  ban  or  are
considering  such  action.  The  existing  governmental   actions
negatively impact the Company's business but are not material  to
the  Company's  financial  position  or  results  of  operations.
However,  an  expansion of the ban to additional countries  where
the Company has material sales of bacitracin based products could
be  material to the financial condition and results of operations
of the Company.

      The  United  Kingdom  Office of  Fair  Trading  ("OFT")  is
conducting  an  investigation into  the  pricing  and  supply  of
medicine by the generic industry in the United Kingdom.  As  part
of  this  investigation, Cox received in February 2000 a  request
for information from the OFT. The request states that the OFT  is
particularly concerned about the sustained rise in the list price
of a range of generic pharmaceuticals over the course of 1999 and
is  considering  this  matter under competition  legislation.  In
December  1999  Cox received a request for information  from  the
Oxford  Economic  Research  Association  ("OXERA"),  an  economic
research  company  which  has  been commissioned  by  the  United
Kingdom  Department of Health to carry out a study of the generic
drug  industry.  The requests related to certain specified  drugs
and  the  Company has responded to both requests for information.
The   Company   is  unable  to  predict  what  impact   the   OFT
investigation or OXERA study will have on the operations  of  Cox
and the pricing of generic pharmaceuticals in the United Kingdom.

      The  Company and its subsidiaries are, from time  to  time,
involved  in other 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 other  pending
suits   should  not  have  a  material  adverse  effect  on   the
consolidated financial position or results of operations  of  the
Company.


8.   Business Acquisitions


I.D. Russell:

      On  September  2,  1999,  the Company's  AHD  acquired  the
business  of  I.D.  Russell  Company  Laboratories  ("IDR")   for
approximately  $23,500  in  cash  (including  a  purchase   price
adjustment and other direct costs of acquisition). IDR  is  a  US
manufacturer   of   animal  health  products  primarily   soluble
antibiotics  and vitamins. The acquisition consisted  of  working
capital,  an  FDA  approved manufacturing facility  in  Colorado,
product  registrations, trademarks and 35 employees. The  Company
has   preliminarily   allocated  the  purchase   price   to   the
manufacturing  facility and identified intangibles  and  goodwill
(approximately $13,000) which will be generally amortized over 15
years.  The  fair value of the net assets acquired was  based  on
preliminary  estimates and may be revised at a  later  date.  The
purchase  agreement  provides for  up  to  $4,000  of  additional
purchase  price  if two product approvals currently  pending  are
received in the next four years.


Isis:

      Effective June 15, 1999, the Company's IPD acquired all  of
the  capital  stock of Isis Pharma GmbH and its subsidiary,  Isis
Puren  ("Isis") from Schwarz Pharma AG for a total cash  purchase
price   of  approximately  $153,000,  including  purchase   price
adjustments  and  direct costs of acquisition.  Isis  operates  a
generic  and  branded  pharmaceutical business  in  Germany.  The
acquisition consisted of personnel (approximately 200  employees;
140 of whom are in the sales force) and product registrations and
trademarks.  No  plant, property or manufacturing equipment  were
part  of  the acquisition. The Company is amortizing the acquired
intangibles and goodwill based on lives which vary from 7  to  20
years  (average  approximately 16 years) using the  straight-line
method.


Jumer:

      On  April 16, 1999, the Company's IPD acquired the  generic
pharmaceutical  business  Jumer  Laboratories  SARL  and  related
companies  of  the Cherqui group ("Jumer") in Paris,  France  for
approximately  $26,000,  which includes the  assumption  of  debt
which   was  repaid  subsequent  to  closing.  Based  on  product
approvals  received  additional purchase price  of  approximately
$3,000 may be paid in the next 3 years. The acquisition consisted
of   products,  trademarks  and  registrations.  The  Company  is
amortizing the acquired intangibles and goodwill based  on  lives
which  vary from 16 to 25 years (average approximately 22  years)
using the straight line method.

Pro forma Information:

      The following unaudited pro forma information on results of
operations assumes the purchase of all businesses discussed above
as if the companies had combined at the beginning of 1999:

                             Pro Forma
                        Three Months Ended
                             March 31,
                              1999

Revenue                    $178,700
Net income                   $7,012
Basic EPS                     $0.26
Diluted EPS                   $0.25


      These  unaudited pro forma results have been  prepared  for
comparative  purposes  only and include  restated  amounts  where
appropriate,   and  certain  adjustments,  such   as   additional
amortization  expense  as  a result of acquired  intangibles  and
goodwill and increased interest expense on acquisition debt. They
do not purport to be indicative of the results of operations that
actually would have resulted had the acquisitions occurred at the
beginning  of  the period, or of future results of operations  of
the consolidated entities.


9.   Business Segment Information

      The  Company's reportable segments are five divisions (i.e.
International  Pharmaceuticals Division ("IPD"),  Fine  Chemicals
Division ("FCD"), U.S. Pharmaceuticals Division ("USPD"),  Animal
Health  Division  ("AHD")  and  Aquatic  Animal  Health  Division
("AAHD"). Each division has a president and operates in  distinct
business and/or geographic area. Segment data includes immaterial
intersegment  revenues which are eliminated in  the  consolidated
accounts.

      The  operations  of  each segment are  evaluated  based  on
earnings  before  interest  and  taxes.  Corporate  expenses  and
certain other expenses or income not directly attributable to the
segments are not allocated.

                            Three Months Ended March 31,
                     2000        1999         2000         1999
                          Revenues                  Income

IPD               $85,151          $60,145    $14,603       $5,457
USPD               43,859           39,436      3,534        2,121
FCD                15,859           15,433      5,868        5,754
AHD (1)            39,375           39,661      8,097        8,966
AAHD                2,981           2,112      (1,289)        (920)

Unallocated and
 eliminations      (1,147)           (838)     (3,926)      (2,498)
                  $186,078 (1)   $155,949(1)
Interest expense                              (10,860)      (7,466)
  Pretax income                               $16,027 (1)  $11,414 (1)

(1)  Restated


10.  Strategic Alliance

Ascent Loan Agreement and Option:

      On  February  4,  1999, the Company  entered  into  a  loan
agreement with Ascent Pediatrics, Inc. ("Ascent") under which the
Company  will  provide up to $40,000 in loans  to  Ascent  to  be
evidenced  by  7 1/2%  convertible  subordinated  notes  due   2005.
Pursuant to the loan agreement, up to $12,000 of the proceeds  of
the  loans  can  be  used  for general corporate  purposes,  with
$28,000  of  proceeds  reserved  for  projects  and  acquisitions
intended  to  enhance growth of Ascent. All potential  loans  are
subject to Ascent meeting a number of terms and conditions at the
time of each loan. As of March 31, 2000, the Company has advanced
$12,000 to Ascent under the agreement.

      In  addition, Ascent and the Company have entered  into  an
amended  agreement under which the Company will have  the  option
during  the  first  half  of 2003 to  acquire  all  of  the  then
outstanding shares of Ascent for cash at a price to be determined
by  a  formula based on Ascent's operating income during its 2002
fiscal year. The amended agreement which extended the option from
2002 to 2003 and altered the formula period from 2001 to 2002  is
subject to approval by Ascent's stockholders.


11.  Subsequent Event - Business Acquisition/Bridge Financing


     On  May  2, 2000, Alpharma announced the completion  of  the
acquisition  of  the Medicated Feed Additive  Business  of  Roche
Ltd.("MFA") for a cash payment of approximately $258 million  and
issuance of a $30 million promissory note to Roche.  The Note  is
due  December 31, 2000 and bears interest at the Prime rate.  The
purchase   price  will  be  adjusted  based  on  actual   product
inventories  as of May 2, 2000. In addition certain international
inventories  will  be  purchased from Roche during  a  transition
period of approximately three months.

     The  MFA  business had 1999 sales of over $200  million  and
consists of products used in the livestock and poultry industries
for  preventing and treating diseases in animals.  MFA  sales  by
region are approximately 56% in North America, 20% in Europe  and
12% in both Latin America and Southeast Asia.

     The acquisition includes inventories, five manufacturing and
formulation  sites in the United States (two  of  which  will  be
operated  by  Roche  until  third party consents  are  received),
global product registrations, licenses, trademarks and associated
intellectual  property. Approximately 200 employees primarily  in
manufacturing  and  sales  and  marketing  are  included  in  the
acquisition.

     The  Company financed the $258 million cash payment under  a
$225 million Bridge Financing agreement ("Bridge Financing") with
the  balance  of the financing being provided under  its  current
$300 million credit facility ("1999 Credit Facility").

     The  Bridge  Financing was arranged by First Union  National
Bank,  Union Bank of Norway, and a group of other banks.  It  has
an  initial  term of 90 days; extendable up to two additional  30
day periods at the option of the bank group if the Company is  in
the  active  process  of refinancing.  The  Bridge  Financing  is
guaranteed   by   substantially  all  of   the   Company's   U.S.
subsidiaries and the stock in substantially all of the  Company's
U.S. subsidiaries has been pledged to the banks.

     Under the Bridge Financing the Company has paid a 1% fee for
the  banks  commitment and in connection with drawing the  funds.
Interest is payable at Libor plus 2.75% to 3.00%.

     If  the  Bridge Financing is not repaid at the  end  of  its
term, the facility will convert to a senior secured facility that
will amortize over the remaining term of the 1999 Facility and be
secured by substantially all of the assets of the Company and its
U.S.  subsidiaries.   All  collateral under  the  senior  secured
facility will be held equally as security for the payment of  the
1999 Credit Facility.

     The acquisition will be accounted for in accordance with the
purchase  method.  The  fair value of  the  assets  acquired  and
liabilities  assumed  and the results of  the  acquired  business
operations   will  be  included  in  the  Company's  consolidated
financial statements beginning on the acquisition date.

      The impact on cost of sales of the write up of inventory to
net  realizable  value  pursuant to Accounting  Principles  Board
Opinion  No.  16  "Business Combinations" (estimated  at  between
$2,000  - $3,000) will be reflected in cost of sales as inventory
is  sold  during  the  second and third  quarters.  In  addition,
certain  employees of AHD have been severed as a  result  of  the
acquisition.  This  will  result  in  an  approximate  $500  non-
recurring charge in the second quarter.

      Due  to the timing of the closing, balance sheet and income
statement  information for the acquired business as of March  31,
2000  is  not  presently  available. The  Company  estimates  the
purchase  will result in the following consolidated  elements  of
financial position compared to March 31, 2000:

                                       Alpharma Inc.
(Dollars in millions)             Pre-               Post-
                              Acquisition         Acquisition

  Total assets                $1,132.0            $1,424.6

  Long- term debt               $583.1              $875.7

  Stockholders' equity          $345.6              $345.6



      Audited financial statements for MFA and the required  pro-
forma statements for 1999 were presented as required in a Form 8-
K filed in May of 2000.


12.  Recent Accounting Pronouncements

      In  June  1998,  the Financial Accounting  Standards  Board
(FASB)   issued   SFAS  No.  133,  "Accounting   for   Derivative
Instruments  and Hedging Activities". SFAS 133 is  effective  for
all  fiscal quarters of all fiscal years beginning after June 15,
2000  (January  1, 2001 for the Company). SFAS 133 requires  that
all  derivative instruments be recorded on the balance  sheet  at
their  fair  value. Changes in the fair value of derivatives  are
recorded  each  period in current earnings or other comprehensive
income,  depending on whether a derivative is designated as  part
of  a  hedge  transaction  and, if  it  is,  the  type  of  hedge
transaction.  SFAS 133 is not expected to have a material  impact
on  the  Company's consolidated results of operations,  financial
position or cash flows.


Item   2.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations

(All  amounts have been restated as appropriate. See Note  1B  to
the Condensed Financial Statements.)

     Most comparisons of 2000 results to 1999 are affected by the
Company's 1999 acquisition program and the financing required  to
implement the program. The 1999 acquisitions increased revenue by
approximately $22.8 million, gross profit by approximately  $14.0
million,  operating expenses by approximately $11.6  million  and
operating   income  by  approximately  $2.4  million.   Estimated
interest  on  the  financings more than offset the  acquisitions'
operating income.

Results of Operations - Three Months Ended March 31, 2000

      Total revenue increased $30.1 million (19.3%) in the  three
months ended March 31, 2000 compared to 1999. Operating income in
2000 was $25.9 million, an increase of $8.0 million, compared  to
1999.  Net  income  was $10.4 million ($.33  per  share  diluted)
compared to $7.2 million ($.26 per share diluted) in 1999.

      Revenues increased in the Human Pharmaceuticals business by
$29.9 million and in the Animal Pharmaceuticals business by  $0.6
million.  The  increase  in revenues was  reduced  by  over  $4.0
million  due  to  changes in exchange rates used  in  translating
sales  in  foreign currencies into the U.S. Dollar, primarily  in
the  IPD.  Changes in revenue and major components of change  for
each  division  in the three month period ended  March  31,  2000
compared to March 31, 1999 are as follows:

      Revenues in IPD increased by $25.0 million due primarily to
the  1999 acquisitions ($17.6 million) and higher pricing in  the
U.K.  offset  partially by effects of currency  translation.  The
pricing  in  the  U.K. market was higher relative  to  the  first
quarter  of 1999, but was relatively flat compared to  the  third
and fourth quarters of 1999. U.K. revenues grew in 1999 primarily
as  a  result  of higher pricing due in large part to  conditions
affecting  the market which are not expected to continue  through
the  second  half of 2000. In this regard, the UK government  has
publicly  proposed a reduction in the prices of  certain  generic
drugs  using late 1998 / early 1999 as a reference period.  There
is  presently an ongoing comment period during which the Company,
working through its trade association, is presenting certain  key
factors, including substantial government-imposed cost increases,
that  it believes should be taken into consideration in any final
regulation.   It is anticipated that formal regulations  will  be
implemented  later this year.(See also Note 7 to the consolidated
condensed  financials). USPD revenues increased $4.4 million  due
to  volume increases in new and existing products offset slightly
by  lower  net pricing. Revenues in FCD increased by $.4  million
due  mainly  to  volume  increases in  vancomycin.  AHD  revenues
decreased $.3 million due to 1999 acquisitions offset entirely by
lower  volume  in certain products. AAHD sales increased  by  $.9
million primarily due to their 1999 acquisition of Vetrepharm.

      On  a  consolidated  basis, gross  profit  increased  $21.1
million  and the gross margin percent increased to 47.8% in  2000
compared to 43.6% in 1999.

      A  major  portion of the increase in dollars and percentage
results  from  the  1999  acquisitions (primarily  Isis),  higher
pricing  in the U.K. IPD market and to a lesser extent  sales  of
new  products in USPD. Partially offsetting increases were volume
decreases  in  AHD and certain IPD markets, and  the  effects  of
foreign currency translation.

      Operating  expenses increased $13.0 million and represented
33.5% of revenues in 2000 compared to 31.9% in 1999. Most of  the
increase  is  attributable  to the 1999  acquisitions  (primarily
Isis).  Other  increases  included  professional  and  consulting
expenses  for  strategic  planning and acquisitions,  and  annual
increases in compensation including increased incentive programs.

       Operating  income  increased  $8.0  million  (44.6%).  IPD
accounted  for  the  majority of the increase  primarily  due  to
higher  pricing  in the U.K. market and to a lesser  extent   the
Isis  acquisition. Increases recorded by USPD  and  to  a  lesser
extent  by  FCD due to increased volume were offset by  increased
operating expenses.

      Interest  expense  increased in 2000 by  $3.4  million  due
primarily  to debt incurred to finance the 1999 acquisitions  and
to a lesser extent, higher interest rates in 2000.


Financial Condition

           Working  capital at March 31, 2000 was $220.3  million
compared  to  $217.6 million at December 31,  1999.  The  current
ratio  was 2.44 to 1 at March 31, 2000 compared to 2.32 to  1  at
year  end.  Long-term debt to stockholders' equity was 1.69:1  at
March 31, 2000 compared to 1.68:1 at December 31, 1999.

      All  balance sheet captions decreased as of March 31,  2000
compared  to  December  1999 in U.S. Dollars  as  the  functional
currencies  of the Company's principal foreign subsidiaries,  the
Norwegian  Krone,  Danish Krone, British Pound and  German  Mark,
depreciated versus the U.S. Dollar in the three months of 2000 by
approximately 6%, 5%, 2% and 5%, respectively. The  decreases  do
impact to some degree the above mentioned ratios. The approximate
decrease  due  to currency translation of selected captions  was:
accounts  receivable  $2.7  million,  inventories  $3.2  million,
accounts  payable  and accrued expenses $2.8 million,  and  total
stockholders' equity $18.1 million. The $18.1 million decrease in
stockholder's  equity represents accumulated other  comprehensive
loss for the three months ended March 31, 2000 resulting from the
continued strengthening of the U.S. dollar.

     At  March  31, 2000, the Company had $12.8 million in  cash,
available  short  term  lines  of credit  of  $41.0  million  and
approximately  $120.0 million available under its $300.0  million
credit facility ("1999 Credit Facility"). The credit facility has
several  financial  covenants,  including  an  interest  coverage
ratio,  total  debt to EBITDA ratio, and equity  to  total  asset
ratio. Interest on borrowings under the facility is at LIBOR plus
a  margin of between .875% and 1.6625% depending on the ratio  of
total  debt  to  EBITDA.   As of March 31, 2000  the  margin  was
1.375%.   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.

     On  May  2, 2000, Alpharma completed the acquisition of  the
Medicated  Feed  Additive Business of Roche ("MFA")  for  a  cash
payment  of approximately $258.0 million and issuance of a  $30.0
million  promissory note to Roche due December 31,  2000  bearing
interest  at the prime rate. The purchase price will be  adjusted
based  on  actual  product inventories as  of  May  2,  2000.  In
addition certain international inventories will be purchased from
Roche  during a transition period of approximately three  months.
The inventories are estimated at approximately $10.0 million.

     The  acquisition  includes  inventories,  manufacturing  and
formulation   sites   in  the  United  States,   global   product
registrations,  licenses, trademarks and associated  intellectual
property.

     The  Company financed the $258 million cash payment under  a
$225.0  million  bridge financing agreement ("Bridge  Financing")
with  the  balance  of  the financing being  provided  under  its
current $300.0 million credit facility ("1999 Credit Facility").

     The  Bridge  Financing was arranged by First Union  National
Bank,  Union Bank of Norway, and a group of other banks.  It  has
an  initial  term of 90 days; extendable up to two additional  30
day periods at the option of the bank group if the Company is  in
the  active  process  of refinancing.  The  Bridge  Financing  is
guaranteed   by   substantially  all  of   the   Company's   U.S.
subsidiaries and the stock in substantially all of the  Company's
U.S. subsidiaries have been pledged to the banks.

     Under the Bridge Financing the Company has paid a 1% fee for
the  banks  commitment and in connection with drawing the  funds.
Interest is payable at Libor plus 2.75% to 3.00%.

     If  the  Bridge Financing is not repaid at the  end  of  its
term, the facility will convert to a senior secured facility that
will amortize over the remaining term of the 1999 Facility and be
secured by substantially all of the assets of the Company and its
U.S.  subsidiaries.   All  collateral under  the  senior  secured
facility will be held equally as security for the payment of  the
1999  Credit  Facility.   The Company expects  to  refinance  the
Bridge  within  the  initial term by a combination  of  debt  and
equity.

     The Bridge Financing was agreed to by the syndicate of banks
who  are parties to the 1999 Credit Facility. (All banks  in  the
bridge financing are part of the 1999 Credit Facility Syndicate).
In  future  quarters  the Company will be required  to  meet  the
covenants included in the 1999 Credit Facility, as amended, which
may  require additional equity financings and/or the issuance  of
long-term debt subordinate to the 1999 Credit Facility.

Recent Accounting Pronouncements

      In  June  1998,  the Financial Accounting  Standards  Board
(FASB) issued SFAS No. 133, Accounting for Derivative Instruments
and  Hedging Activities (SFAS 133). SFAS 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000
(January  1,  2001 for the Company). SFAS 133 requires  that  all
derivative instruments be recorded on the balance sheet at  their
fair value. Changes in the fair value of derivatives are recorded
each  period  in current earnings or other comprehensive  income,
depending  on  whether a derivative is designated as  part  of  a
hedge  transaction and, if it is, the type of hedge  transaction.
SFAS  133  is  not  expected to have a  material  impact  on  the
Company's consolidated results of operations, financial  position
or cash flows.

     On December 3, 1999, the staff of the Securities and
Exchange Commission issued Staff Accounting Bulletin 101 (SAB
101), "Revenue Recognition in Financial Statements" which
summarizes some of the staff's interpretations of the application
of generally accepted accounting standards to revenue
recognition. The Company adopted SAB101 in the first quarter of
2000.  The adoption did not have a material impact on financial
position or results of operations.

Item  3.  Quantitative and Qualitative Disclosures  about  Market
Risk

Quantitative Disclosure - There has been no material  changes  in
the Company's market risk during the three months ended March 31,
2000.

Qualitative Disclosure - This information is set forth under  the
caption "Derivative Financial Instruments" included in Item 7  of
the  Company's  Annual Report on Form 10-K for  the  fiscal  year
ended December 31, 1999.

___________

Statements  made in this Form 10Q, are forward-looking statements
made  pursuant  to the safe harbor provisions of  the  Securities
Litigation  Reform Act of 1995. Such statements  involve  certain
risks and uncertainties that could cause actual results to differ
materially   from  those  in  the  forward  looking   statements.
Information   on   other   significant   potential   risks    and
uncertainties not discussed herein may be found in the  Company's
filings with the Securities and Exchange Commission including its
Form 10K for the year ended December 31, 1999.


                  PART II.  OTHER INFORMATION


Item 6.   Exhibits And Reports On Form 8-K

(a)  Exhibits
     4.0  $225 million Credit Agreement ("Bridge Financing") dated as
          of May 2, 2000, among Alpharma U.S. Inc. as borrower, Alpharma
          Inc. as parent guarantor, the subsidiary guarantors and First
          Union National Bank, Summit Bank, Den norske Bank ASA, Union Bank
          of Norway and First Union Securities Inc.*

     4.1  Parent  Guaranty made by the Company in  favor  of  the
          Banks  party  to  the Bridge Financing Agreement  dated
          May 2, 2000.*

     4.2  Amendment No. 2 to the 1999 Credit Facility and Amendment
          No. 3 to Parent Guaranty and Consent dated as of April 19, 2000
          between the Company and the Banks that are parties to the
          original agreement.*

4.3  Form of Consent Amendment No. 3 to the 1999 Credit Facility
and Amendment No. 4 to the Parent Guaranty dated as of May 2,
2000 by and among Union Bank of Norway, as Agent, First Union
National Bank, Den norske Bank ASA, Banque Nationale de Paris
Oslo Branch, Landesbank Schleswig-Holstein Girozentrale
Copenhagen Branch, and Summit Bank, as Working Capital Agent and
Documentation Agent, Alpharma U.S. Inc. and Alpharma Inc.*
     27   Financial Data Schedule (electronic filing only)

*    Previously  filed with Form 10-Q for period  end  March  31,
     2000.


(b) Reports on Form 8-K

     On May 5, 2000, the Company filed a report on Form 8-K dated
May  2,  2000  reporting Item 2. "Acquisition or  Disposition  of
Assets."  The  event  reported was the  acquisition  of  the  MFA
business.  The Form 8-K included the audited financial statements
of the MFA business and required pro forma financials.



                           SIGNATURES


Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.

                              Alpharma Inc.
                              (Registrant)



Date: November 15, 2000       /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer