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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                           FORM 10-Q


      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, 1997

                         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 May 1, 1997:

     Class A Common Stock, $.20 par value -- 13,554,624 shares;
     Class B Common Stock, $.20 par value --  8,226,562 shares.


                          ALPHARMA INC.
                                
                              INDEX
                                
                                
                                
                                                       Page No.


PART I.  FINANCIAL INFORMATION


   Item 1.  Financial Statements


     Consolidated Condensed Balance Sheet as of
     March 31, 1997 and December 31, 1996                  3

     Consolidated Statement of Income for the
     Three Months Ended March 31, 1997 and 1996            4

     Consolidated Condensed Statement of Cash
     Flows for the Three Months Ended March 31,
     1997 and 1996                                         5

     Notes to Consolidated Condensed Financial
     Statements                                           6-7


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                    8-10



PART II.  OTHER INFORMATION

   Item 6.  Exhibits and reports on Form 8-K

     Signatures                                                11


     Exhibit 11 - Computation of Earnings
                   per Common Share                            12
                      ALPHARMA INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEET
                         (In thousands of dollars)
                                (Unaudited)


                                              March 31,     December 31,
                                                1997           1996
ASSETS
Current assets:
  Cash and cash equivalents                  $ 10,877        $ 15,944
  Accounts receivable, net                    110,956        120,551
  Inventories                                 120,579         123,585
  Other                                        14,189          14,779
     Total current assets                     256,601         274,859

Property, plant and equipment, net            203,220         209,803
Intangible assets                             116,758         119,918
Other assets and deferred charges               8,816           8,827
          Total assets                       $585,395        $613,407

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt          $  6,241       $  4,966
  Short-term debt                              50,785          60,952
  Accounts payable and accrued liabilities     76,117          88,288
  Accrued and deferred income taxes             2,474           1,445
     Total current liabilities                135,617         155,651

Long-term debt                                231,838        233,781
Deferred income taxes                          29,272          29,882
Other non-current liabilities                   7,064           8,051

Stockholders' equity:
  Class A Common Stock                          2,765           2,762
  Class B Common Stock                          1,646           1,646
  Additional paid-in-capital                  122,450         122,252
  Foreign currency translation
    adjustment                                  4,572          10,491
  Retained earnings                            56,276          54,996
  Treasury stock, at cost                     (6,105)         (6,105)
     Total stockholders' equity               181,604         186,042
          Total liabilities and
           stockholders' equity              $585,395       $613,407

               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,
                                                  1997        1996
     
     Total revenue                           $121,424       $127,810
        Cost of sales                          73,302         73,291
     Gross profit                              48,122         54,519
     
        Selling, general and
          administrative expenses                 39,248      41,944
     
     Operating income                              8,874      12,575
     
        Interest expense                         (4,842)     (5,046)
        Other, net                                 (297)         176
     
     Income before provision for income taxes      3,735       7,705
     
        Provision for income taxes                 1,475       2,928
     
     Net income                                  $ 2,260    $  4,777
     
     Average common shares outstanding:
       Primary                                    21,781      22,405
       Fully diluted                              21,783      22,405
     
     Earnings per common share:
       Primary                                   $   .10     $   .21
     
       Fully Diluted                             $   .10     $   .21
     
     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,
                                                         1997         1996
Operating Activities:
  Net income                                           $  2,260    $ 4,777
  Adjustments to reconcile net
   income to net cash provided
   by operating activities, principally
   depreciation and amortization                            7,744    7,937
  Changes in assets and liabilities,
   net of effects from business
   acquisition:
       Decrease in accounts receivable                      6,795     15,179
       (Increase) in inventory                              (131)     (3,516)
       (Decrease) in accounts payable
         and accrued expenses                             (9,945)    (13,835)
       Other                                               1,345      (233)
       Net cash provided by
         operating activities                               8,068    10,309

Investing Activities:
  Capital expenditures                                    (4,606)    (6,643)
  Net cash used in investing
    activities                                            (4,606)    (6,643)

Financing Activities:
  Dividends paid                                             (980)    (979)
  Net repayments under lines of credit                     (8,663)    (13,021)
  Proceeds from long-term debt                               1,506
  Reduction of long-term debt                                 (396)    (350)
       Other, net                                              201      (246)
  Net cash used in
    financing activities                                   (8,332)    (14,596)

Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                                  (734)    (287)
  Income tax effect of exchange rate
    changes on intercompany advances                          537       185
     Net cash flows from exchange
           rate changes                                      (197)      (102)

Increase (Decrease) in Cash                                (5,067)    (11,032)

Cash and cash equivalents at
  beginning of year                                        15,944     18,351
Cash and cash equivalents at
  end of period                                           $10,877    $ 7,319

           The accompanying notes are an integral part
       of the consolidated condensed financial statements.
1.   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   1996
Annual  Report  on  Form  10-K. The reported  results  for  the  three
month  period  ended  March  31, 1997 are not  necessarily  indicative
of the results to be expected for the full year.

2.   Inventories

     Inventories consist of the following:

                                   March 31,    December 31,
                                     1997          1996

     Finished product             $ 67,655      $ 69,629
     Work-in-process                19,110        17,126
     Raw materials                  33,814        36,830
                                  $120,579      $123,585

3.   Supplemental Cash Flow Information:

                                   March 31,     March 31,
                                     1997          1996

     Cash paid for interest        $5,095         $5,415
     Cash paid for taxes             $214         $3,870

4.   Management Actions

      In  1996,  the  International Pharmaceuticals  Division  ("IPD")
implemented  actions  to  strengthen the  competitive  nature  of  the
division  by  lowering costs. In the first quarter of  1996,  the  IPD
severed   approximately  30  sales,  marketing  and  other   personnel
based  primarily  in  the  Nordic countries and  incurred  termination
related  costs  of  approximately $1,900. The  termination  costs  are
included in operating expenses.

5.   Class  B  Common  Stock Subscription and Planned Class  A  Rights
     Offering

      On  February  10, 1997, the Company announced the signing  of  a
stock  subscription  and purchase agreement with  A.L.  Industrier  AS
("A.L.    Industrier")    whereby    A.L.    Industrier    irrevocably
subscribed  to  purchase 1,273,438 shares of  Class  B  Commons  Stock
for  $16.34  per  share  (total proceeds  $20,808).  Concurrently  the
Company   announced  that  Class  A  shareholders  would   be   issued
special  rights  to  purchase one share of Class A  Common  Stock  for
$16.34  per  share  for every six shares of Class A  Common  currently
held.  (Potential  proceeds of approximately $34,000.)  If  the  Class
A  rights  are  exercised  the  current ownership  proportion  between
the   Class   A   and   B  shareholders  would  be   maintained.   The
distribution  of  the  rights  will be made  with  a  prospectus.  The
final  details,  terms  and conditions of the  rights  have  not  been
finalized,  however  they  are expected to be  transferable  and  have
a   term   expiring   no   later  than   November   30,   1997.   A.L.
Industrier's  purchase  of  Class  B  Common  Stock  will  occur  upon
termination  of  the  Class A rights, but is not  conditioned  on  the
exercise of any of the Class A rights.

      Upon  issuance  of  the Class A rights, the  exercise  price  of
the  3,600,000  warrants  outstanding  ($21.945  per  share)  will  be
adjusted pursuant to the warrant agreement.

6.   Long-term Debt

      On  April  10,  1997, the existing credit facility  was  amended
to  increase  the  available  credit from  $170,000  to  $180,000.  At
March  31,  1997,  the  Company  had $163,150  outstanding  under  the
facility.

7.        Recent Accounting Pronouncements

       In   February   1997,   Statement   of   Financial   Accounting
Standards   ("SFAS")  No.  128,  "Earnings  per  Share",  was   issued
which  established  standards for computing  and  presenting  earnings
per  share.   SFAS  No.  128  is effective  for  financial  statements
issued   for  periods  ending  after  December  15,  1997,   including
interim  periods.   The  Company is currently  evaluating  the  effect
of this standard on earnings per share.

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

Results of Operations - Three Months Ended March 31, 1997

      Total  revenue  decreased  $6.4  million  (5.0%)  in  the  three
months  ended  March  31, 1997 compared to 1996. Operating  income  in
1997  was  $8.9  million,  a  decrease of $3.7  million,  compared  to
1996.  Net  income  was  $2.3 million ($.10 per share  fully  diluted)
compared  to  $4.8  million ($.21 per share fully  diluted)  in  1996.
Net  income  in  1996 is reduced by approximately $1.2  million  ($.05
per  share)  for  severance for approximately 30  people  incurred  in
the    1st   quarter   related   to   the   reorganization   of    the
International  Pharmaceutical Division  ("IPD")  sales  and  marketing
function in the Nordic countries.

      Revenues  decreased  in  both the  business  segments  in  which
the company operates, Human Pharmaceuticals and Animal Health.

      Revenues  in  the  Human  Pharmaceutical  Segment  ("HPS")  were
lower   than  1996  and  accounted  for  the  major  portion  of   the
consolidated   revenue  decline.  Revenues  declined   in   the   U.S.
Pharmaceutical   Division   ("USPD")  as   a   result   of   continued
reductions  in  net  prices  due  to a fundamental  shift  in  generic
pharmaceutical   industry   distribution,  purchasing   and   stocking
patterns   entirely   offsetting   increased   volume   primarily   to
wholesalers.  (See  "U.S. Generic Pharmaceutical  Industry".)  In  the
IPD  revenues  were  lower  as a result of  selected  volume  declines
and  the  effect  of  translation of sales in Scandinavian  currencies
into  the  U.S.  dollar.   Sales  of  Fine  Chemicals  increased   due
principally higher volume.

     Within   the  Animal  Health  Segment,  Animal  Health   division
revenues   decreased  primarily  due  to  price  erosion  within   the
poultry  market.  BMDr  volume was marginally  higher  with  increased
volume  to  swine  and  international markets offsetting  declines  in
the  poultry  market.  Aquatic Animal Health  division  revenues  were
approximately  the  same  as  1996  due  to  increased  sales  in  the
Norwegian   fish   vaccine  market  offset  by   declines   in   other
products.

      On  a  consolidated basis, gross profit decreased  $6.4  million
and  the  gross  margin percent decreased to 39.6 % in  1997  compared
to 42.7% in 1996.

      The  decrease  resulted  from lower  net  sales  prices  in  the
USPD   which  directly  lowered  margins  offset  only  partially   by
increased  volume.  IPD experienced lower gross  profits  and  margins
due  to  lower  volume  and some translation  effects.  Animal  Health
had  lower  gross  profits and margins due to lower prices  and  lower
volume of certain products other than BMD.

      Operating  expenses  on  a  consolidated  basis  decreased  $2.7
million.  Included  in  operating expenses in  1996  are  charges  for
severance  of  $1.9  million  relating to the  reorganization  of  the
sales  and  marketing  function  for  IPD  in  the  Nordic  countries.
Without   the  charges  for  severance,  expenses  were  approximately
$.8  million  lower  than the prior year. The  reduction  reflects  an
emphasis  on  cost  control, a reduction of  expenses  resulting  from
prior  year  management  actions which reduced payroll  and  generally
flat   selling   and  marketing  expenses  certain   of   which   vary
directly with sales.

       Operating  income  as  reported  declined  $3.7  million  as  a
result  of  decreased  gross  profit  in  dollars  and  percent  being
only partially offset by lower operating expenses.

       Interest   expense  decreased  $.2  million  due  to  generally
lower interest rates in 1997.

      Other,  net  in  1997  was a $.3 million loss  compared  to  $.2
million  income  in  1996.  Foreign  exchange  transaction  losses  in
1997  and  1996  were  approximately  $.4  million  and  $.1  million,
respectively.  The  loss  in  1997 was primarily  the  result  of  the
strengthening of the U.S. dollar in the first quarter of 1997.

U.S. Generic Pharmaceutical Industry

       The  U.S.  Generic  Pharmaceutical  industry  has  historically
been  characterized  by  intense competition  which  is  evidenced  by
eroding   prices  for  products  as  additional  market   participants
receive   approvals  for  these  products.  Growth  has   historically
occurred   through   new  product  approvals  and   subsequent   sales
exceeding   declines  in  the  base  product   line   due   to   price
reductions  and/or  volume  decreases. Generic  pharmaceutical  market
conditions  were  further exacerbated in the second half  of  1996  by
a   rapidly  emerging  fundamental  shift  in  industry  distribution,
purchasing   and   stocking  patterns.  The  shift   resulted   in   a
substantial  drop  in  the USPD's 1996 volume  and  in  particular  to
generic   drug   distributors   who   represent   an   important   but
declining  part  of  the Company's base business.  Programs  initiated
by  major  wholesalers accelerated the changes and  forced  prices  to
decline.  Wholesaler  programs  generally  require  lower  prices   on
products  sold,  lower  inventory levels kept at  the  wholesaler  and
fewer   manufacturers   selected   to   provide   products   to    the
wholesalers.  The  USPD  was affected by lower sales  as  distributors
reduced   business   and  as  wholesalers  reduced   inventories   and
prices.  The  Company  has made agreements with major  wholesalers  to
provide  product  but  cannot  predict the  effect  on  future  volume
and  prices.  USPD has been and will continue to be  affected  by  the
competitive   and  changing  nature  of  this  industry.  Accordingly,
because  of  competition,  the significance of  relatively  few  major
customers   (i.e.   large   wholesalers,   distributors   and    chain
stores),  a  rapidly  changing market and  uncertainty  of  timing  of
new  product  approvals,  USPD sales volume  and  prices  are  subject
to   unforeseen  fluctuation.  The  generic  industry  in  general  is
subject to similar fluctuations.

      In  the  first  quarter  of  1997 the  USPD's  volume  increased
relative  to  1996  with  increases in wholesaler  volume  being  only
partially  offset  by  declines in volume to  distributors  and  other
accounts  overall.  Prices  declined  substantially  relative  to  the
first   quarter  of  1996  but  appear  to  have  declined  marginally
relative  to  the  second half of 1996. As a  result  of  the  effects
of  lower  pricing  the  USPD  had an  operating  loss  in  the  first
quarter of 1997.

European Operations

       The   fluctuations  of  European  currencies  have   and   will
continue   to   impact   the  Company's  European   operations   which
comprise  approximately  45%  of total  revenues.  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.

Financial Condition

           Working  capital  at  March 31,  1997  was  $121.0  million
compared  to  $119.2  million  at  December  31,  1996.  The   current
ratio  was  1.89  to 1 at March 31, 1997 compared  to  1.77  to  1  at
year  end.  Long-term  debt  to stockholders'  equity  was  1.28:1  at
March 31, 1997 compared to 1.26:1 at December 31, 1996.

      All  balance  sheet  captions decreased as  of  March  31,  1997
compared   to  December  1996  in  U.S.  Dollars  as  the   functional
currencies  of  the  Company's  principal  foreign  subsidiaries,  the
Norwegian  Krone  and  Danish  Krone,  depreciated  versus  the   U.S.
Dollar  in  the  three  months of 1997 by  approximately  3%  and  8%,
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   $2.8
million,  inventories  $3.1  million,  accounts  payable  and  accrued
expenses   $2.2   million,   and  total  stockholders'   equity   $5.9
million.

___________

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, 1996.


                  PART II.  OTHER INFORMATION


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

       10a.   Amendment  to  the  Credit  Agreement  dated  April  10,
1997 between the Company and Union Bank of Norway.

       10b.   Employment  agreement dated April 7,  1997  between  the
Company and Bruce I. Andrews.

       11.   Computation of Earnings per Common Share  for  the  three
months ended March 31, 1997 and 1996.

(b)       Reports on Form 8-K

      On  February 19, 1997, the Company filed a report  on  Form  8-K
dated  February  10, 1997 reporting Item 5. "Other  events"  and  Item
9. "Sales of Equity Securities pursuant to Regulation S".

       The   event  reported  was  the  Stock  Subscription  Agreement
signed  with  A.L.  Industrier and the intention to  issue  rights  to
the Class A Common stockholders.



                           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:  May 12, 1997           /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer