19026855 v6


                                                   EXECUTION COPY


              AMENDMENT NO. 4 TO CREDIT AGREEMENT
               AMENDMENT NO. 5 TO PARENT GUARANTY


      AMENDMENT  dated  as of June 29, 2000 among  ALPHARMA  U.S.
INC.,  a Delaware corporation (the "Borrower"), ALPHARMA INC.,  a
Delaware  corporation  (the "Parent Guarantor"),  the  BANKS  AND
FINANCIAL INSTITUTIONS (the "Banks") party from time to  time  to
the  Credit Agreement (as defined below), BANK OF AMERICA,  N.A.,
as  a  Bank,  UNION BANK OF NORWAY, as agent (the  "Agent"),  and
SUMMIT  BANK,  as  working capital agent  (the  "Working  Capital
Agent").


                     W I T N E S S E T H:

      WHEREAS,  the Borrower, the Banks, the Agent,  the  Working
Capital 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  January 20,  1999,  as  amended  by  an
Amendment  No. 1 dated as of April 16, 1999, an Amendment  No.  2
dated as of April 19, 2000 and an Amendment No. 3 dated as of May
2, 2000 (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 $300,000,000;

     WHEREAS, the Parent Guarantor has guaranteed the obligations
of the Borrower under the Credit Agreement pursuant to a Guaranty
dated  as of January 20, 1999, as amended by an Amendment  No.  1
dated  as  of  April 16, 1999, an Amendment No.  2  dated  as  of
September 9, 1999, an Amendment No. 3 dated as of April 10,  2000
and  an  Amendment No. 4 dated as of May 2, 2000 (as so  amended,
the "Guaranty");

      WHEREAS, the Borrower entered into a $225,000,000  line  of
credit bridge facility by and among the Borrower, the banks party
thereto,  First  Union  National Bank, as  administrative  agent,
Summit  Bank,  as  syndication agent, Den  norske  Bank  ASA,  as
documentation  agent, and Union Bank of Norway  and  First  Union
Securities, Inc., as co-arrangers, dated as of May 2, 2000,  (the
"FUNB   Credit   Agreement")  in  connection  with   the   Alpine
Acquisition (as defined in the FUNB Credit Agreement);

      WHEREAS,  the  Borrower issued a $30,000,000  note  due  on
December  31, 2000 to Roche Vitamins Inc. in connection with  the
Alpine Acquisition (the "Roche Note");

      WHEREAS, in connection with the Alpine Acquisition, certain
non-U.S.  inventory having an aggregate cost of up to $15,000,000
will  be acquired by the Borrower from Roche Vitamins Inc.,  (the
"Future Roche Acquisitions");

     WHEREAS, the Borrower and the Banks have agreed to amend the
Credit Agreement and the Guaranty on the terms and conditions set
forth  herein in order to increase the amount of the  Commitments
(as  defined in the Credit Agreement) by an additional  aggregate
amount of $100,000,000, and to use such increased Commitments  to
make  loans  the proceeds of which shall be applied in accordance
with the terms of the Credit Agreement, as amended hereby;

      NOW,  THEREFORE, in consideration of the premises  and  the
covenants  and  agreements contained herein, the  parties  hereto
agree as follows:


1    DEFINITIONS

1.1    Definitions.   Capitalized  terms  used  herein  and   not
otherwise  defined herein shall have the respective meanings  set
forth in the Credit Agreement.

1.2  Additional Defined Terms.  As used in this Amendment, the
following terms shall have the following meanings:
          "Additional  Consolidation Date" means  the  first  day
          immediately following the making of the Additional Term
          Loan on which the Interest Period for Term Loans (other
          than the Additional Term Loan) expires.

          "Additional Revolving Credit Commitment" means,  as  to
          any  Bank, the excess of (x) the amount of such  Bank's
          Revolving  Credit Commitment immediately  after  giving
          effect  to this Amendment over (y) the amount  of  such
          Bank's Revolving Credit Commitment immediately prior to
          giving  effect to this Amendment.  For purposes hereof,
          the  Revolving  Credit Commitment of Bank  of  America,
          N.A.   immediately  prior  to  giving  effect  to  this
          Amendment shall be deemed to be zero (0).

          "Additional  Term Loan Borrowing" means a borrowing  by
          the  Borrower consisting of Additional Term Loans  made
          on the same day by the Banks ratably according to their
          respective Additional Term Loan Commitments.

          "Additional  Term  Loan  Commitment  Termination  Date"
          means August 7, 2000.

2    AMENDMENTS TO THE CREDIT AGREEMENT

2.1  The Credit Agreement is hereby amended as follows:

     (a)  Section 1.1 of the Credit Agreement is amended by adding the
          following defined terms in alphabetical order:

               "Additional  Term Loan" means a Loan made  to  the
               Borrower pursuant to Section 4.2 of Amendment  No.
               4 to the Credit Agreement.

               "Additional Term Loan Borrowing" means a borrowing
               by  the  Borrower  consisting of  Additional  Term
               Loans  made  on the same day by the Banks  ratably
               according to their respective Additional Term Loan
               Commitments.

               "Additional Term Loan Commitment" means as to  any
               Bank,  the  amount  set forth  under  the  heading
               "Additional  Term Loan Commitment"  opposite  such
               Bank's name on Schedule II.

               "Alpine Acquisition" means the acquisition by  the
               Parent Guarantor and Alpharma (Luxembourg) Sarl of
               certain  of  the  assets  of  the  medicated  feed
               additive business of Hoffman-LaRoche.

               "Amendment  No. 4 to Credit Agreement"  means  the
               Amendment  No. 4 to Credit Agreement and Amendment
               No.  5 to Guaranty dated as of June 29, 2000 among
               the  Borrower,  the Parent Guarantor,  the  Banks,
               Bank  of  America, N.A, the Agent and the  Working
               Capital Agent.

               "Future Roche Acquisitions" means certain non-U.S.
               inventory  having  an  aggregate  cost  of  up  to
               $15,000,000  which  is  to  be  acquired  by   the
               Borrower  from  Roche Vitamins Inc. in  connection
               with the Alpine Acquisition.

               "Roche  Note" means the $30,000,000  note  due  on
               December 31, 2000 issued by the Borrower to  Roche
               Vitamins  Inc.  in  connection  with  the   Alpine
               Acquisition.

     (b)  Section 1.1 of the Credit Agreement is further amended by
          amending and restating the definitions of "Banks"  and"
          Consolidation" to read in their entirety, respectively, as
          follows:

               "Banks"  means  the lenders listed on  Schedule  I
               hereto,  and  such  other lenders  as  may  become
               parties  hereto  from  time to  time  pursuant  to
               Section 12.7.

               "Consolidation" means any adjustment  of  Interest
               Periods  in  respect of Term loans  in  accordance
               with  Section  2.4(a)  of  this  Agreement  or  in
               respect  of  Additional Term Loans  in  accordance
               with  Section 4.4 of Amendment No. 4 to the Credit
               Agreement.

     (c)  Section 1.1 of the Credit Agreement is further amended by
          amending and restating clause (D) of the definition of "Interest
          Period" to read in its entirety as follows:

               (D) there shall be outstanding at any one time  in
               the  aggregate no more than (I) two  (2)  Interest
               Periods  prior to the Consolidation Date  and  one
               (1)  Interest Period thereafter, with  respect  to
               Term Loans, (II) six (6) Interest Periods (no more
               than  four  of  which may have a duration  of  one
               month)  with respect to Revolving Loans and  (III)
               ten   (10)   Interest  Periods  with  respect   to
               Eurodollar Working Capital Loans.

     (d)  Each  reference in the Credit Agreement and in the Loan
          Documents to "Loan" and to "Term Loan" shall include the
          Additional Term Loans, except with respect to Sections 2.1, 2.2,
          2.3, 2.4, 5.5 and 8.7 of the Credit Agreement.

(e)  Each reference in the Credit Agreement to Term Notes shall
include the Additional Term Notes.
(f)  Each reference in the Credit Agreement to Revolving Notes
shall include the Revolving Notes issued in respect of the
Additional Revolving Credit Commitment.
(g)  Each reference in the Credit Agreement and in the Loan
Documents to "Term Loan Commitment" shall include the Additional
Term Loan Commitment, except with respect to the definition of
"Term Loan Borrowing" and Sections 2.1, 2.2, 2.3, 2.4, 5.5 and
5.9(c) of the Credit Agreement.
(h)  Section 2.4(b) of the Credit Agreement is amended and
restated to read in its entirety as set forth on Exhibit A
hereto.
(i)  Section 3.1(b) of the Credit Agreement is amended by
inserting in line 2 thereof immediately after the words "a single
Revolving Credit Note" the words "reflecting the Revolving Credit
Commitment of such Bank and a single Revolving Credit Note
reflecting the Additional Revolving Credit Commitment of such
Bank, if any, in each case".
(j)  Section 5.1(a) of the Credit Agreement is amended by
amending and restating the first sentence thereof to read in its
entirety as follows:
               Subject  to the adjustment of any Interest  Period
               in connection with a Consolidation, the applicable
               Interest  Period for all Term Loans shall  at  all
               times  be  six months (provided that  the  initial
               Interest Period for Additional Term Loans (x)  may
               be  shorter than six months and (y) shall  end  on
               the Additional Consolidation Date).

     (k)  Section  5.5(a) of the Credit Agreement is  amended  by
          inserting immediately at the end of sub-clause (ii) thereof the
          following proviso:

               "provided,  however, that such  amount  shall  not
               exceed 0.8125% per annum."; and

     (l)  Section 5.9(c) is hereby amended by inserting in line 8
          thereof after the words "daily unused Term Loan Commitment" the
          words ", Additional Term Loan Commitment".

(m)  Section 8.7 is hereby amended by adding an additional
sentence as follows:
               The   Borrower  shall  use  the  proceeds  of  the
               Revolving  Loans made in respect of the Additional
               Revolving   Credit  Commitment  (i)  to  refinance
               Indebtedness of the Borrower under the FUNB Credit
               Agreement,  (ii) to pay related fees and  expenses
               in   connection   with  the  Alpine   Acquisition,
               including the Future Roche Acquisitions, (iii)  to
               repay   the  Roche  Note  and  (iv)  for   general
               corporate purposes.

     (n)  Annex A is amended by amending and restating the table set
          forth therein to read in its entirety as set forth on Exhibit B
          hereto.

(o)  Schedule I to the Credit Agreement is amended by inserting
immediately at the end thereof the information set forth on
Exhibit C hereto.
(p)  Schedule II to the Credit Agreement is amended by amending
and restating it to read in its entirety as set forth on Exhibit
D hereto.
(q)  All references in the Credit Agreement to "this Agreement"
or "hereof" shall in all such cases be deemed to be references to
the Credit Agreement as amended by this Amendment and as the same
may be further amended or modified from time to time.
2.2  Except as expressly amended hereby, the Credit Agreement  is
hereby ratified and confirmed.

3    AMENDMENTS TO THE GUARANTY

3.1  The Guaranty is hereby amended as follows:

     (a)  Section 8(b) of the Guaranty is amended and restated to read
          in its entirety as follows:

                (b)  Total Indebtedness to EBITDA.  The ratio  of
          (i)  Total Indebtedness to (ii) EBITDA as at  the  last
          day  of  any period of four consecutive Fiscal Quarters
          of  the Parent Guarantor shall be less than (A) 5.50:1,
          from  the Agreement Date through June 29, 2000  hereto,
          (B)  5.25:1  from  June 29, 2000 through  December  31,
          2000, (C) 5.00:1, from January 1, 2001 through December
          31,  2001,  (D)  4.75:1 from January  1,  2002  through
          December 31, 2002, and (E) 4.50:1 thereafter;

     (b)  Section 8(c) of the Guaranty is amended and restated to read
          in its entirety as follows:

                (c)   Interest Coverage Ratio.  The ratio of  (i)
          EBITDA to (ii) Total Interest Expense for any period of
          four   consecutive  Fiscal  Quarters  of   the   Parent
          Guarantor shall not be less than (A) 2.25:1,  from  the
          Agreement  Date through June 29, 2000, (B) 2.50:1  from
          June  29,  2000 through December 31, 2000, (C)  3.00:1,
          from  January  1, 2001 through December 31,  2001,  (D)
          3.25:1 from January 1, 2002 through December 31,  2002,
          and (E) 3.50:1 thereafter.

     (c)  Section  15 of the Guaranty is amended by amending  the
          definition of EBITDA set forth therein to include the following
          additional proviso immediately at the end thereof:

                          "and provided, further that during  the
               12  month  period commencing May 2,  2000,  EBITDA
               shall  be  adjusted by an increase of  $57,500,000
               (being  the  sum of the pro-forma adjustments  set
               forth in the pro forma financial statement of  the
               Parent   Guarantor  dated  April  28,   2000   and
               delivered  pursuant to Section 5.1(a)(xx)  of  the
               FUNB Credit Agreement) less $57,500,000 multiplied
               by  a  fraction of the numerator of which  is  the
               number  of calendar months occurring after May  1,
               2000 and the denominator of which is 12."

     (d)  Schedule 5(k) to the Parent Guaranty is amended by amending
          and restating it to read in its entirety as set forth on Exhibit
          E hereto.


3.2   Except as expressly amended hereby, the Guaranty is  hereby
ratified and confirmed.

4    AMOUNTS AND TERMS OF THE ADDITIONAL TERM LOANS

4.1  The Additional Term Loans.

     (a)  Commitment  to  Lend. On the terms and subject  to  the
          conditions contained in this Amendment, each Bank severally
          agrees to make an additional Term Loan (an "Additional Term
          Loan") to the Borrower on the Additional Term Loan Commitment
          Termination Date, each such Loan being part of an Additional Term
          Loan Borrowing, in an aggregate amount not to exceed at any time
          outstanding the amount set forth opposite such Bank's name on
          Schedule II as its "Additional Term Loan Commitment" (as adjusted
          from time to time by reason of assignments in accordance with the
          provisions of Section 12.7 of the Credit Agreement and as such
          amount may be reduced pursuant to Section 4.3 of this Amendment,
          such Bank's "Additional Term Loan Commitment"); provided,
          however, that following the making of each such proposed
          Additional Term Loan, (i) the aggregate principal amount of all
          Additional Term Loans outstanding shall not exceed the aggregate
          amount of the Additional Term Loan Commitments and (ii) the
          aggregate principal amount of all Loans outstanding shall not
          exceed the aggregate amount of the Commitments, in each case at
          such time.

(b)  Evidence of Debt.
          (i)  Each Bank shall maintain in accordance with its usual
               practice an account or accounts and shall receive from the
               Borrower (through the Agent) a single additional Term Note (each
               an "Additional Term Note") payable to the order of such Bank,
               both evidencing the Indebtedness to such Bank resulting from each
               Additional Term Loan made by such Bank to the Borrower from time
               to time, including the amounts of principal and interest payable
               and paid to such Bank from time to time hereunder.

(ii) The Register maintained by the Agent pursuant to Section
12.7(g) of the Credit Agreement shall include an "Additional Term
Loan control account" for each Bank, in which account shall be
recorded (A) the date and amount of each Additional Term Loan
Borrowing hereunder, (B) the amount of each Bank's Additional
Term Loan comprising such Borrowing and the Interest Period
applicable thereto, (C) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to
each Bank with respect to each such Additional Term Loan
hereunder and (D) the amount of any sum received by the Agent
from the Borrower with respect to such Additional Term Loans
hereunder and each Bank's Ratable Portion thereof.
(iii)     The entries made in the Register in respect of
Additional Term Loans shall be conclusive and binding for all
purposes, absent manifest error.
4.2  Making the Additional Term Loans.

     (a)  The  Additional Term Loan Borrowing shall be made  upon
          receipt of a Notice of Borrowing given by the Borrower to the
          Agent not later than 11:00 A.M. (New York City time) on the fifth
          Business Day prior to the date of the proposed Additional Term
          Loan Borrowing.

(b)  The Agent shall give to each Bank prompt notice of its
receipt of a Notice of Borrowing in respect of Additional Term
Loans and, upon its determination thereof, notice of the
applicable interest rate under Section 5.3(b) of the Credit
Agreement. Each Bank shall, before 11:00 A.M. (New York City
time) on the date of the proposed Additional Term Loan Borrowing,
make available for the account of its Lending Office to the Agent
at its address referred to in Section 12.2 of the Credit
Agreement, in immediately available funds, such Bank's Ratable
Portion of such proposed Additional Term Loan Borrowing. After
the Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article VI hereof, the Agent
will make such funds available to the Borrower at the Agent's
above-referenced address.
(c)  The Additional Term Loan Borrowing pursuant to this Section
4.2 shall be in an aggregate amount of $10,000,000.  The maximum
number of Additional Term Loan Borrowings permitted under this
Amendment shall be one (1).
(d)  Each Notice of Borrowing pursuant to this Section 4.2 shall
be irrevocable and binding on the Borrower. The Borrower shall
indemnify each Bank against any loss, cost or expense incurred by
such Bank as a result of any failure to fulfill on or before the
date specified in such Notice of Borrowing for such proposed
Borrowing the applicable conditions set forth in Article IV
hereof, including, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits
or other funds acquired by such Bank to fund any Additional Term
Loan Borrowing when such Additional Term Loan, as a result of
such failure, is not made on such date.  A certificate as to such
amounts submitted to the Borrower and the Agent by such Bank
shall be conclusive and binding absent manifest error.
(e)  Unless the Agent shall have received notice from a Bank
prior to the date of any proposed Additional Term Loan Borrowing
pursuant to this Section 4.2 that such Bank will not make
available to the Agent such Bank's Ratable Portion of such
Additional Term Loan Borrowing, the Agent may assume that such
Bank has made such Ratable Portion available to the Agent on the
date of such Additional Term Loan Borrowing in accordance with
this Section 4.2 and the Agent may, in reliance upon such
assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall
not have so made such Ratable Portion available to the Agent and
the Agent has so made available such amount, such Bank and the
Borrower severally agree to repay to the Agent forthwith on
demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Agent, at
(i) in the case of the Borrower, the interest rate applicable at
the time to the Additional Term Loans comprising the Additional
Term Loan Borrowing and (ii) in the case of such Bank, the
Federal Funds Rate. If such Bank shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such
Bank's Additional Term Loan as part of such Borrowing for
purposes of this Amendment and the Credit Agreement.  If the
Borrower shall repay to the Agent such corresponding amount, such
payment shall not relieve such Bank of any obligation it may have
to the Borrower hereunder.
(f)  The failure of any Bank to make the Additional Term Loan to
be made by it as part of any Additional Term Loan Borrowing
pursuant to this Section 4.2 shall not relieve any other Bank of
its obligation, if any, hereunder to make its Additional Term
Loan on the date of such Borrowing, but no Bank shall be
responsible for the failure of any other Bank to make the
Additional Term Loan to be made by such other Bank on the date of
any such Additional Term Loan Borrowing.
4.3    Termination/Reduction  of   the   Additional   Term   Loan
Commitments.

     (a)  Optional Reductions.  The Borrower shall have the right,
          upon at least five Business Day's prior notice (which shall be
          irrevocable) to the Agent, to terminate in whole or permanently
          reduce ratably in part the unused portions of the respective
          Additional Term Loan Commitments of the Banks; provided, however,
          that each partial reduction shall be in the aggregate amount of
          not less than $5,000,000 or an integral multiple of $5,000,000
          (or such lesser amount as may be necessary to reduce to zero the
          amount of the Additional Term Loan Commitments) in excess
          thereof; provided, further, that no such termination or reduction
          of the Additional Term Loan Commitments shall be permitted if,
          after giving effect thereto and to any prepayments of the
          Additional Term Loans made on the effective date thereof, the
          aggregate outstanding principal amount of Additional Term Loans
          of all Banks would exceed the aggregate amount of the Additional
          Term Loan Commitments.  Once canceled pursuant hereto, no such
          canceled portion of the Additional Term Loan Commitments may be
          reinstated.

(b)  Cancellation of Unused Portion.  On the Additional Term Loan
Commitment Termination Date, the unused portion of each Bank's
Additional Term Loan Commitment shall be canceled and will no
longer be available for any Additional Term Loan Borrowings
thereafter.
(c)  Payment of Cancellation and Commitment Fees.  Simultaneously
with any termination, reduction or cancellation of the Additional
Term Loan Commitments pursuant to this Section 4.3, the Borrower
shall pay to the Agent for the account of each relevant Bank the
fee set forth in Section 4.5 of this Amendment, if any, on the
amount of the Additional Term Loan Commitments so terminated,
reduced or canceled and owed to such Bank through the date of
such termination or reduction.
4.4  Consolidation and Repayment of Additional Term Loans.

     (a)  Additional Consolidation.  On the Additional Consolidation
          Date, the Interest Period for the Additional Term Loans shall be
          adjusted by the Agent so that on and after the Additional
          Consolidation Date, there will be no more than one (1) Interest
          Period outstanding with respect to the Term Loans and the
          Additional Term Loans.  The Agent shall give the Banks 10 days'
          prior notice of the proposed Additional Consolidation Date (which
          shall be no later than six months after the day on which the
          Additional Term Loans were made).  The Borrower shall indemnify
          the Banks in accordance with Section 12.4(c) of the Credit
          Agreement for any costs resulting from such Consolidation.

(b)  Repayment. The Borrower shall repay the outstanding
principal amount of the Additional Term Loans as provided in
Section 2.4(b) of the Credit Agreement.
4.5   Additional Term Loan Commitment.  The Borrower will pay  on
the Additional Term Loan Commitment Termination Date to the Agent
for  the account of each Bank in arrears a fee accruing from  the
date  this Amendment becomes effective until the Additional  Term
Loan  Commitment Termination Date, on such Bank's aggregate daily
unused  and  uncancelled Additional Term Loan  Commitment  as  in
effect from time to time at the rate of 1/8% per annum.

4.6  Use of Proceeds of Additional Term Loans.  The Borrower
shall use the proceeds of the Additional Term Loans (i) to
refinance Indebtedness of the Borrower under the FUNB Credit
Agreement, (ii) to pay related fees and expenses in connection
with the Alpine Acquisition, including the Future Roche
Acquisitions, (iii) to repay the Roche Note and (iv)  for general
corporate purposes.
5    REPRESENTATIONS AND WARRANTIES

5.1  Each of the Borrower and the Parent Guarantor represents and
warrants as follows:

     (a)  Due Authorization.  It 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,
          in the case of the Borrower, or the Guaranty, in the case of the
          Parent Guarantor, in each case as amended by this Amendment in
          accordance with its terms. It has duly executed and delivered
          this Amendment by all necessary action, and this Amendment and
          the Credit Agreement, in the case of the Borrower, or the
          Guaranty, in the case of the Parent Guarantor, in each case as
          amended by this Amendment are its legal, valid and binding
          obligations enforceable in accordance with its 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. Its execution and delivery of this
Amendment and the performance of this Amendment and the Credit
Agreement, in the case of the Borrower, or the Guaranty, in the
case of the Parent Guarantor, in each case 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 its
organizational documents or any indenture, agreement or
instrument to which it is a party or by which it or its
properties may be bound.
(c)  Governmental Regulation.  It is not required to obtain any
governmental authorization, 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, in the case of the Borrower,
or the Guaranty, in the case of the Parent Guarantor, in each
case as amended by this Amendment.
(d)  Consents.  All consents and approvals necessary for the
making and performance of this Amendment and the transactions
contemplated hereby have been obtained and the same are in full
force and effect.
(e)  Validity.  There are no proceedings or investigations
pending or, to the best of its knowledge, threatened against it
before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality (i) asserting the
invalidity of the Credit Agreement, in the case of the Borrower,
or the Guaranty, in the case of the Parent Guarantor, in each
case as amended by this Amendment, (ii) seeking to prevent the
consummation of any of the transactions contemplated by the
Credit Agreement, in the case of the Borrower, or the Guaranty,
in the case of the Parent Guarantor, in each case as amended by
this Amendment, (iii) seeking any determination or ruling that,
in its reasonable judgment, would materially and adversely affect
its performance of its obligations under this Amendment and the
Credit Agreement, in the case of the Borrower, or the Guaranty,
in the case of the Parent Guarantor, in each case 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, in the case of the
Borrower, or the Guaranty, in the case of the Parent Guarantor,
in each case as so amended.
(f)  Representations; No Defaults.  The representations and
warranties contained in Article  VII of the Credit Agreement and
Section 5 of the Guaranty (in each case as amended by this
Amendment) are true and correct, and no Default or Event of
Default (after giving effect to the consent and waiver set forth
in this Amendment) has occurred and is continuing.
6    CONDITIONS TO LENDING

6.1  Conditions Precedent to the Making of Additional Term Loans.
     The making of Additional Term Loans hereunder is subject  to
     satisfaction of the conditions precedent that:

     (a)  the Agent shall have received the following, in form and
          substance satisfactory to the Agent, and in sufficient copies for
          each Bank:

          (i)  Certified copies of (A) the resolutions of the Board of
               Directors of each of the Borrower and the Parent Guarantor
               approving the execution, delivery and performance of this
               Amendment, the Additional Term Notes and any new Revolving Notes
               issued in connection herewith, and (B) all documents evidencing
               any other necessary corporate action and required governmental
               and any third party approvals, licenses and consents with respect
               to this Amendment.

(ii) A copy of the certificate of incorporation of each of the
Borrower and the Parent Guarantor certified as of a recent date
by the Secretary of State of the Borrower's and Parent
Guarantor's jurisdiction of incorporation, together with
certificates of such official attesting to the good standing of
the Borrower and Parent Guarantor, and a copy of the By-Laws of
each of the Borrower and Parent Guarantor certified by its
Secretary or one of its Assistant Secretaries.
(iii)     A certificate of the Secretary or an Assistant
Secretary of each of the Borrower and Parent Guarantor certifying
the names and true signatures of its officers who have been
authorized to execute and deliver this Amendment and each other
document and certificate to be executed or delivered hereunder on
behalf of each such Borrower and Parent Guarantor.
(iv) The Borrower shall have paid to the Agent for distribution
to the Banks, respectively:
               (A)  an amendment fee equal to 0.125% of each such Bank's
              aggregate Commitments (as in effect immediately prior to giving
                    effect to this Amendment No. 4), if any; and

(B)  an additional fee equal to 0.375% of the aggregate of each
such Bank's Additional Term Loan Commitment and Additional
Revolving Credit Commitment, if any.
          (v)  A favorable opinion of (A) Kirkland & Ellis, special New
               York counsel to each of the Borrower and the Parent Guarantor, in
               form, scope and substance satisfactory to the Agent, and (B)
               Robert Wrobel, Vice President and Chief Legal Officer to each of
               the of the Borrower and the Parent Guarantor, in form, scope and
               substance satisfactory to the Agent.

(vi) new Revolving Notes, duly executed on behalf of the Borrower
in favor of those Banks making Additional Revolving Credit
Commitments, respectively, reflecting the Additional Revolving
Credit Commitments.
(vii)     new Additional Term Notes, duly executed on behalf of
the Borrower in favor of Bank of America, N.A. reflecting the
Additional Term Loan Commitment.
(viii)    The following statements shall be true on the date
hereof and on the date of the making of such Additional Term
Loans, before and after giving effect thereto and to the
application of the proceeds therefrom (and the acceptance by the
Borrower of the proceeds of such Additional Term Loans shall
constitute a representation and warranty by the Borrower that on
the date of such Additional Term Loans such statements are true):
        (A)  The representations and warranties contained in this
             Amendment, in Article VII of the Credit Agreement and in Section
              5 of the Guaranty (other than those stated to be made as of a
             particular date) are true and correct in all material respects on
              and as of such date as though made on and as of such date.

(B)  No event has occurred and is continuing, or would result
from such Revolving Loans or Additional Term Loans being made on
such date, which constitutes a Default or an Event of Default.
7    MISCELLANEOUS

7.1  Governing   Law.    This  Amendment  and  the   rights   and
     obligations of the parties hereunder shall be governed by, and
     construed in accordance with, the laws of the State of New York,
     United States of America without giving effect to its conflict of
     law rules.

7.2  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE PARENT
GUARANTOR, THE BANKS, BANK OF AMERICA, N.A., THE AGENT AND THE
WORKING CAPITAL AGENT WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
7.3  Counterparts.  This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one
and the same instrument.
7.4  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.
7.5  Loan Document.  The parties hereto acknowledge that this
Amendment shall be a "Loan Document" as such term is defined in
the Credit Agreement and the Guaranty.
      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: Albert N. Marchio, III
                           Title:   Vice President, Treasurer


                    ALPHARMA INC.


                    By: __________________________
                           Name:  Albert N. Marchio, II
                           Title:    Vice President, Treasurer


                                   UNION BANK OF NORWAY, as Agent


                    By: ___________________________
                           Name:
                           Title:

                    UNION BANK OF NORWAY


                    By: ___________________________
                           Name:
                           Title:


                    DEN NORSKE BANK ASA


                    By :___________________________
                           Name:
                           Title:


                    FIRST UNION NATIONAL BANK


                    By:___________________________
                         Name:
                         Title:

                    SUMMIT BANK, as Working Capital Agent


                    By: __________________________
                           Name:
                           Title:


                    SUMMIT BANK


                    By:___________________________
                         Name:
                         Title:


                    BANQUE NATIONALE DE PARIS OSLO BRANCH


                    By:___________________________
                         Name:
                         Title:



                    LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE
                         COPENHAGEN BRANCH


                    By:___________________________
                         Name:
                         Title:


                    BANK OF AMERICA, N.A.


                    By:___________________________
                         Name:
                         Title:

                   ACKNOWLEDGMENT AND CONSENT
                               OF
                          LOAN PARTIES


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

ALPHARMA INC.



By: __________________
      Name: Albert N. Marchio, II
      Title:   Vice President, Treasurer



ALPHARMA USPD INC.



By: __________________
      Name:  Albert N. Marchio, II
      Title:    Vice President, Treasurer



ALPHARMA INTERNATIONAL HOLDINGS INC.



By: __________________
      Name:  Albert N. Marchio, II
      Title     Vice President, Treasurer



ALPHARMA EURO HOLDINGS INC.



By: __________________
      Name: Albert N. Marchio, II
      Title:   Vice President, Treasurer

                     EXHIBIT A to Amendment


     (b)       Repayment of Term Loans and Additional Term Loans.
The  Borrower shall repay the outstanding principal amount of the
Term  Loans and the Additional Term Loans in ten (10) consecutive
semi-annual  installments on the dates and  in  the  amounts  set
forth  in the table below (subject to (x) proportional adjustment
in  the  event  that less than the full amount of the  Term  Loan
Commitment or Additional Term Loan Commitment is advanced and (y)
adjustment to reflect any prepayments pursuant to Section 5.4  of
this  Agreement or ); provided that, in any event,  on  the  Term
Loan  Maturity  Date, the Borrower shall pay the  full  principal
amount  of  all  Term  Loans  and  Additional  Term  Loans   then
outstanding  (together  with  all  accrued  and  unpaid  interest
thereon):



       Date         Installment Amount

August 7, 2000          $ 2,500,000
February 7, 2001        $ 8,300,000
August 7, 2001          $ 8,300,000
February 7, 2002        $ 8,300,000
August 7, 2002          $ 8,300,000
February 7, 2003        $ 8,300,000
August 7, 2003          $ 8,300,000
February 7, 2004        $ 8,300,000
August 7, 2004          $ 8,300,000
February 7, 2005        $38,600,000



                     EXHIBIT B to Amendment




                                   Applicable Margin
    Margin Ratio        Eurodollar Loans    Alternate Base Rate
                                              Working Capital
                                                   Loans
less than 2.5 and the        .875%                -0.75%
Equity Ratio at such
  time is at least
       0.35:1*
   less than 3.25            1.125%                -0.5%
 3.25 or greater but         1.375%               -0.25%
    less than 4.0
 4.0 or greater but          1.625%                 0%
   less than 4.75
 4.75 or greater but         2.000%                .25%
   less than 5.25
*This pricing not effective until the Adjustment Date following
April 1, 2001.

                     EXHIBIT C to Amendment



BANK OF AMERICA, N.A.    Lending Office:

                    Bank of America, N.A.
                    One Independence Center
                    101 North Tryon Street
                    Charlotte, North Carolina  28255-0001
                    Attn:          Veronica L. Robinson
                    Telephone:     704-387-0214
                    Telecopier:    704-409-0051

                    Address for Notice Purposes:

                    Bank of America, N.A.
                    Bank of America Corporate Center
                    100 North Tryon Street, NC1-007-17-11
                    Charlotte, North Carolina 28255
                     Attn:           William C. Nelson,  Managing
Director
                    Telephone:     704-387-2109
                    Telecopier:    704-388-6002

                    Address for Service of Process:

                    Bank of America, N.A.
                    Bank of America Corporate Center
                    100 North Tryon Street, NC1-007-17-11
                    Charlotte, North Carolina 28255
                     Attn:           William C. Nelson,  Managing
Director
                    Telephone:     704-387-2109
                    Telecopier:    704-388-6002


                     EXHIBIT D to Amendment


                                                      Schedule II

                          Commitments

The  Banks  listed below will participate in the Credit Agreement
in the following manner:


                     Term    Additiona   Revolving      Sum
                     Loan      l Term     Credit
      Bank         Commitme     Loan    Commitment
                      nt     Commitmen
                                 t
Union   Bank   of  31,000,0  __ --- __  59,000,000   90,000,00
Norway                   00                              0
Den  norske  Bank  28,000,0  __ --- __  57,000,000   85,000,00
ASA                      00                              0
Summit Bank        18,000,0  __ --- __  32,000,000   50,000,00
                         00                              0
First       Union  8,000,00  __ --- __  32,000,000   40,000,00
National Bank             0                              0
Banque  Nationale  7,000,00  __ --- __  23,000,000   30,000,00
de   Paris   Oslo         0                              0
Branch
Landesbank Kiel    8,000,00  __ --- __  27,000,000   35,000,00
                          0                              0
Bank of America,             10,000,00  30,000,000   40,000,00
N.A.                    ---      0                       0

Sum                100,000,  10,000,00  260,000,00   [370,000,
                        000      0           0         000]



             Portion of Revolving Credit Commitment
          Available as Working Capital Loan Commitment



First Union National Bank, N.A.      15,000,000

Summit Bank                          15,000,000
Sum                                  30,000,000