|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FORM 10-Q/A
Amendment No. 1                                                                                                                                                                                                                                                                                                                       
|Quarterly Report Pursuant to Section 13 or 15 (d) of 
the Securities Exchange Act of 1934                                                                                                                                                                                                                                                         
|For quarter ended
September 30, 2004                                                                                                                                                                                                                                                                                                              
|Alpharma Inc.
(Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                              
|Delaware
(State of Incorporation)                                                                                                                                                                                                                                                                                                                 
|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                                                                                                                                                                                                                                                                                                                                          
|Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                                                                             
|YES    X                                                                                                                                                                                                                                                                                                                                          
|Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of October 25, 2004:                                                                                                                                                                                                                             
|Class A Common Stock, $.20 par value -- 40,812,833 shares
Class B Common Stock, $.20 par value -- 11,872,897 shares                                                                                                                                                                                                                               







PART II.  OTHER INFORMATION



EXPLANATORY NOTE



This Form 10-Q/A of Alpharma Inc. (the "Company") is being filed solely to amend Item 6 in Part II of the Form 10-Q of the Company for the quarter ended September 30, 2004, to refile copies of Exhibits 10.2 and 10.3 thereto containing information that previously had been redacted. As noted below, such exhibits are subject to a request for confidential treatment with the Securities and Exchange Commission (the "Commission") with respect to the information omitted therefrom. No other modifications to the original Form 10-Q are being made with this amendment; therefore, this amendment only contains Part II, Item 6, the newly redacted copies of Exhibits 10.2 and 10.3 and new certifications of the Chief Executive Officer and Chief Financial Officer of the Company required by Rule 12b-15 under the Exchange Act. This Form 10-Q/A should be read in conjunction with the Company's subsequent filings with the Commission.



Item 6.   Exhibits and Reports on Form 8-K

(a)      Exhibits



|10.1 | 2003 Omnibus Incentive Compensation Plan effective May 19, 2003 is filed as an Exhibit to this Report.**                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2 | Amendment Number One to the Selective Waiver Agreement and the Amended and Restated Supply Agreement, dated as of September 24, 2004 among the Company, Purepac Pharmaceutical Co., Teva Pharmaceutical Industries Ltd. and Plantex USA, Inc. is filed as an Exhibit to this Report.*
|10.3 | Letter Agreement dated October 7, 2004 among the Company, Purepac Pharmaceutical Co., Teva Pharmaceutical Industries Ltd. And Plantex USA, Inc. is filed as an Exhibit to this Report.                                                                                               
|31.0 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as an Exhibit to this Report.                                                                                                                                                                     
|32.0 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are filed as an Exhibit to this Report.                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                      

*    Portions of this Exhibit have been omitted pursuant to a request for confidential treatment.

**  Previously filed with original Form 10Q for quarter ended September 30, 2004.



(b)       Reports on Form 8-K



1.  A current report on Form 8-K was furnished to the SEC on August 5, 2004, in connection with updating of risk factors.

2.  A current report on Form 8-K was furnished to the SEC on August 4, 2004, in connection with the Company's announcement of its financial results for the quarter ended June 30, 2004.



3.  A current report on Form 8-K was furnished to the SEC on September 29, 2004, in connection with item 1.01 Entry into a Definitive Material Agreement.





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.

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|----------------------- | -----------------------------------------------------------------------------------------
|                        | Alpharma Inc.(Registrant)                                                                
|                        |                                                                                          
|                        |                                                                                          
|                        |                                                                                          
|Date:  January 12, 2005 | /s/ Matthew Farrell 
Matthew Farrell
Executive Vice President and
Chief Financial Officer
|Date: January 12, 2005  | /s/ Jeffrey S. Campbell
Jeffrey S. Campbell
Vice President and Controller