Page 3 of 22

                                
                                
                                
                          UNITED STATES
               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
June 30, 1998

                          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 July 31, 1998:

    Class A Common Stock, $.20 par value -- 15,912,251 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 as of
     June 30, 1998 and December 31, 1997                        3

     Consolidated Statement of Operations for the
     Three and Six Months Ended June 30, 1998
     and 1997                                              4

     Consolidated Condensed Statement of Cash
     Flows for the Six Months Ended June 30,
     1998 and 1997                                         5

     Notes to Consolidated Condensed Financial
      Statements                                          6-12


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                   13-19

PART II.  OTHER INFORMATION

   Item 4.       Submission of Matters to a Vote
            of Security Holders                            20

   Item   6.   Exhibits and reports on Form 8-K            20

Signatures                                                 22

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

                                         June 30,     December 31,
                                          1998           1997
 ASSETS
Current assets:
  Cash and cash equivalents              $ 18,221      $10,997
  Accounts receivable, net                 130,255     127,637
  Inventories                              143,222     121,451
  Other                                     13,465      13,592
     Total current assets                  305,163     273,677

Property, plant and equipment, net         232,280     199,560
Intangible assets                          304,414       149,816
Other assets and deferred charges           12,836       8,813
          Total assets                    $854,693     $631,866

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt       $  6,470     $ 10,872
  Short-term debt                           26,523       39,066
  Accounts payable and accrued liabilities  92,633      78,798
  Accrued and deferred income taxes         14,442       5,190
     Total current liabilities             140,068     133,926

Long-term debt:
     Senior                                244,531      223,975
     Convertible Subordinated Notes        192,850          --
Deferred income taxes                       29,290       26,360
Other non-current liabilities                8,610       9,132

Stockholders' equity:
   Class A Common Stock                      3,238       3,224
   Class B Common Stock                      1,900       1,900
   Additional paid-in-capital              180,987     179,636
   Accumulated other comprehensive
     loss                                 (14,290)     (8,375)
   Retained earnings                        73,627      68,206
   Treasury stock, at cost                 (6,118)      (6,118)
     Total stockholders' equity            239,344     238,473

          Total liabilities and
           stockholders' equity           $854,693    $631,866

           The accompanying notes are an integral part
       of the consolidated condensed financial statements.
                      ALPHARMA INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF OPERATIONS
                   (In thousands, except per share data)
                                (Unaudited)
                                     
                              Three Months Ended       Six Months Ended
                                    June 30,               June 30,
                                1998       1997        1998        1997

Total revenue               $139,513    $118,986     $266,075   $240,410
Cost of sales                 80,351      67,546      153,496    140,848
Gross profit                  59,162      51,440      112,579     99,562
   Selling, general and
     administrative expenses  47,826      41,500       87,833     80,748

Operating income              11,336       9,940       24,746     18,814

   Interest expense          (6,489)     (4,490)     (10,979)    (9,332)
   Other income (expense),
      net                        383         130        182        (167)
Income before provision
 for income taxes              5,230       5,580       13,949      9,315
   Provision for income
      taxes                    2,925       2,110        6,242      3,585
Net  income                 $  2,305      $ 3,470    $   7,707   $ 5,730

Average common shares
 outstanding:
   Basic                        25,384      21,826       25,367      21,796
Diluted                       25,793      21,868       25,757     21,824
Earnings per common share:

  Basic                     $  0.09     $   .16      $   0.30   $   0.26

  Diluted                   $  0.09     $   .16     $   0.30   $   0.26
Dividends per common share  $  0.045    $  0.045     $   0.09  $   0.09

                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)
                                                 Six Months Ended
                                                   June 30,
                                               1998             1997
Operating Activities:
  Net income                                $ 7,707         $  5,730
  Adjustments to reconcile net
   income to net cash provided
   by operating activities:
   Depreciation and amortization             17,327            15,123
   Purchased in-process research & 
    development                               2,081                -
  Changes in assets and liabilities,
   net of effects from business
   acquisitions:
     Decrease in accounts receivable         14,216            17,117
     (Increase) in inventory                 (3,788)           (9,771)
     (Decrease) in accounts
       payable and accrued expenses          (3,198)          (11,810)
     Other, net                                 893               545
       Net cash provided by
         operating activities                35,238            16,934

Investing Activities:
  Capital expenditures                      (13,652)           (11,697)
  Purchase of Cox, net of cash acquired    (197,044)              -
    Net cash used in investing activities  (210,696)           (11,697)

Financing Activities:
  Dividends paid                             (2,286)            (2,018)
  Proceeds from sale of convertible
   subordinated debentures                  192,850                -
  Proceeds from senior long-term debt       187,522               1,506
  Reduction of senior long-term debt       (180,494)             (2,031)
  Net repayment under lines of credit       (12,074)            (28,469)
  Payments for debt issuance costs           (4,105)               -
  Proceeds from issuance of common stock      1,365              20,872
          Net cash provided by (used in)
            financing activities            182,778             (10,140)

Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                    (189)             (1,270)
  Income tax effect of exchange rate
    changes on intercompany advances             93                 734
     Net cash flows from exchange
               rate changes                     (96)               (536)

Increase (decrease) in cash                   7,224              (5,439)
Cash and cash equivalents at
  beginning of year                          10,997              15,944
Cash and cash equivalents at
  end of period                             $18,221             $10,505

             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   1997
Annual   Report  on  Form  10-K.  The  reported  results  for   the   three
and   six   month   periods  ended  June  30,  1998  are  not   necessarily
indicative of the results to be expected for the full year.

2.   Inventories

     Inventories consist of the following:

                                   June 30,    December 31,
                                     1998          1997

     Finished product              $78,452      $ 68,525
     Work-in-process                22,898        20,009
     Raw materials                  41,872        32,917
                                  $143,222      $121,451

3.   Long-Term Debt

        In   March   1998,   the   Company   issued   $125,000   of   5.75%
Convertible   Subordinated  Notes  (the  "Notes")  due  2005.   The   Notes
may   be  converted  into  common  stock  at  $28.594  at  any  time  prior
to   maturity,   subject  to  adjustment  under  certain  conditions.   The
Company  may  redeem  the  Notes,  in  whole  or  in  part,  on  or   after
April 6, 2001, at a premium plus accrued interest.

         Concurrently,    A.L.    Industrier    A.S.,    the    controlling
stockholder   of   the  company,  purchased  at  par   for   cash   $67,850
principal    amount    of    a   Convertible   Subordinated    Note    (the
"Industrier    Note").    The    Note    has    substantially     identical
adjustment terms and interest rate.

       The   Notes   are  convertible  into  Class  A  common  stock.   The
Industrier   Note  is  automatically  convertible  into  Class   B   common
stock   if  at  least  75%  of  the  Class  A  notes  are  converted   into
common stock.

      The  net  proceeds  from  the  combined  offering  of  $189,100  were
used   to   retire  outstanding  senior  long-term  debt.   The   Revolving
Credit   Facility  was  used  in  the  second  quarter,   along   with   an
amount   of   short   term  debt,  to  finance  the  acquisition   of   Cox
Pharmaceuticals. (See note 4.)

Long-term debt consists of the following:

                                          June 30,  December 31,
                                            1998        1997
Senior debt:                                        
 U.S. Dollar Denominated:                           
   Revolving  Credit  Facility  6.8%  -             
7.2%:
       Revolving credit                  $180,000   $161,575
  A/S Eksportfinans                         9,000      9,000
  Industrial Development Revenue Bonds     10,765     11,355
  Other, U.S.                                 624        758
                                                    
 Denominated in Other Currencies           50,612     52,159
                                                    
 Total senior debt                        251,001    234,847
                                                    
Subordinated:                                       
 5.75% Convertible Subordinated Notes                
due 2005                                  125,000
 5.75% Convertible Subordinated                     
     Note due 2005 - Industrier Note      67,850          -
                                                    
  Total subordinated debt                 192,850         -
                                                    
  Total long-term debt                    443,851    234,847
  Less, current maturities                 6,470      10,872
                                         $437,381   $223,975


4.   Business Acquisition

      On  May  7,  1998, the Company acquired all of the  capital
stock  of  Cox Investments Ltd. and its wholly owned  subsidiary,
Arthur  H.  Cox  and Co., Ltd. and all of the  capital  stock  of
certain  related marketing subsidiaries ("Cox") from  Hoechst  AG
for  approximately $192 million in cash, the assumption  of  bank
debt  which was repaid subsequent to the closing, and  a  further
purchase  price adjustment equal to an increase in net assets  of
Cox  from  January 1, 1998 to the date of acquisition. The  total
purchase price including the purchase price adjustment and direct
costs  of acquisition was approximately $198 million. Cox's  main
operations  are  located in the United Kingdom with  distribution
operations  located in Scandinavia, the Netherlands and  Belgium.
Cox  is  a  generic pharmaceutical manufacturer and  marketer  of
tablets, capsules, suppositories, liquids, ointments and  creams.
Cox   distributes   its  products  to  pharmacy   retailers   and
pharmaceutical wholesalers primarily in the United Kingdom.

      The  Company financed the $198 million purchase  price  and
related debt repayments from borrowings under its existing  long-
term  Revolving  Credit Facility and short-term lines  of  credit
which  had  been  repaid  in  March  with  the  proceeds  of  the
convertible   subordinated  notes  offering(see   Note   3).   To
accomplish  the  acquisition the principal members  of  the  bank
syndicate,  which  are parties to the Company's Revolving  Credit
Facility,  consented to a change until December 31, 1998  in  the
method  of calculation of the financial convenant which specifies
an equity to asset ratio of 30%. The change in calculation method
allows  the  adding  back  of equity reductions  due  to  foreign
currency translation to equity.

      The  acquisition was accounted for in accordance  with  the
purchase  method.  The  fair value of  the  assets  acquired  and
liabilities  assumed  and  the results  of  Cox's  operations  is
included  in  the  Company's  consolidated  financial  statements
beginning  on the acquisition date, May 7, 1998. The  Company  is
amortizing the acquired goodwill over 35 years using the straight
line method.

      The non-recurring charges related to the acquisition of Cox
included in the second quarter of 1998 are summarized below.  The
charge  for in process R & D is not tax benefited; therefore  the
computed tax benefit is below the expected rate.

     Inventory write-up  $1,300 (Included in cost of sales)
     In process R&D       2,100 (Included in selling, general
     Severance              200   and administrative expenses)
                          3,600
        Tax benefit        (470)
                         $3,130 ($.12 per share)

     The following pro forma information on results of operations
for  the periods presented assumes the purchase of Cox as if  the
companies had combined at the beginning of each of the respective
periods:

                            Pro Forma             Pro Forma
                       Three Months Ended     Six Months Ended
                            June 30,              June 30,
                        1998*       1997      1998*       1997
                                                       
Revenues              $149,400   $140,394   $299,202   $282,245
Net income              $5,264    $1,987      $9,476    $2,498
Basic EPS                $0.21     $0.09      $0.37      $0.11
Diluted EPS              $0.20     $0.09      $0.37      $0.11

*  1998  excludes  actual non-recurring charges  related  to  the
acquisition of $ 3,130 after tax or $ .12 per share.

5.   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,  warrants  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     Six Months Ended
                        June 30,  June 30,   June 30,   June 30,
                          1998      1997       1998       1997
                                                       
Average shares                                         
 outstanding - basic    25,384    21,826     25,367     21,796
Stock options              174        42        171         28
Warrants                   235      -           219       -
Convertible debt           -         -          -         -
Average shares                                         
 outstanding - diluted  25,793    21,868     25,757     21,824
                                                       


      The  amount  of  dilution attributable to the  options  and
warrants determined by the treasury stock method depends  on  the
average  market  price  of the Company's common  stock  for  each
period.  Subordinated debt, convertible into 6,744,481 shares  of
common  stock at $28.59 per share, was outstanding  at  June  30,
1998  but  was  not included in the computation  of  diluted  EPS
because   the   calculation  by  the  if-converted   method   was
antidilutive  for the three and six months ended June  30,  1998.
The  numerator for the calculation of both basic and  diluted  is
net income for all periods.


6.   Supplemental Cash Flow Information:

                                       Six Months Ended
                                    June 30,       June 30,
                                      1998           1997

Cash paid for interest               $9,710         $9,537
Cash paid for income taxes
  (net of refunds)                   $3,043       $(3,157)



Detail of Cox Acquisition:
Fair value of assets               $230,740            -
Liabilities                          33,229            -
Cash paid                           197,511            -
Less cash acquired                      467            -
Net cash paid for Cox acquisition  $197,044            -


7.   Reporting Comprehensive Income

      As  of  January 1, 1998, the Company adopted  Statement  of
Financial  Accounting  Standards No. 130 (SFAS  130),  "Reporting
Comprehensive  Income."  SFAS 130 establishes new rules  for  the
reporting and display of comprehensive income and its components;
however,  the  adoption of this Statement had no  impact  on  the
Company's net income or stockholders' equity.

      SFAS  130 requires foreign currency translation adjustments
and  certain  other items, which prior to adoption were  reported
separately  in  stockholders' equity, to  be  included  in  other
comprehensive  income (loss).  Total comprehensive income  (loss)
amounted to approximately $1,792 and ($6,514) for the six  months
ended  June  30, 1998 and 1997, respectively. Total comprehensive
income  (loss) amounted to approximately $1,974 and ($2,855)  for
the  three months ended June 30, 1998 and 1997, respectively. The
only  components of accumulated other comprehensive loss for  the
Company are foreign currency transactions.

8.   Contingent Liabilities and Litigation

      The  Company is one of multiple defendants in approximately
50  lawsuits alleging personal injuries 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 has 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.
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 has 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.

      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
consolidation financial position or results of operations of  the
Company.


9.        Recent Accounting Pronouncements

      In  June  1998,  the Financial Accounting  Standards  Board
(FASB)  issued  Statement of Financial Accounting  Standards  No.
133, Accounting for Derivative Instruments and Hedging Activities
(FAS  133).  FAS 133 is effective for all fiscal quarters of  all
fiscal  years beginning after June 15, 1999 (January 1, 2000  for
the  Company).  FAS 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.

      The  Company  has not yet determined the  impact  that  the
adoption  of  FAS 133 will have on its earnings or  statement  of
financial position.




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

Acquisition of Cox

      In  May of 1998, the Company acquired all the capital stock
of  Cox  Investments Ltd. and its wholly owned subsidiary, Arthur
H.  Cox  and  Co. Ltd., and all of the capital stock  of  certain
related marketing subsidiaries ("Cox") for a total purchase price
including  direct  costs  of acquisition  of  approximately  $198
million.  Cox's main operations (which primarily  consists  of  a
manufacturing   plant,  warehousing  facilities   and   a   sales
organization) are located in the United Kingdom with distribution
and  sales operations located in Scandinavia, the Netherlands and
Belgium.  Cox  is  a  generic  pharmaceutical  manufacturer   and
marketer  of tablets, capsules, suppositories, liquids, ointments
and  creams.  Cox distributes its products to pharmacy  retailers
and pharmaceutical wholesalers primarily in the United Kingdom.

      The  Company financed the $198 million purchase  price  and
related debt repayments from borrowings under its existing  long-
term  Revolving Credit Facility and short-term lines  of  credit.
The  $180 million Revolving Credit Facility ("RCF") was  used  to
fund  the principal portion of the purchase price. At the end  of
March   1998,  the  Company  repaid  approximately  $162  million
borrowings  under the RCF with the proceeds from the issuance  of
convertible  subordinated  notes.  Such  repayment  created   the
capacity  under the RCF to incur the borrowings used  to  finance
the acquisition of Cox.

      The  acquisition  was  accounted  in  accordance  with  the
purchase  method.  The  fair value of  the  assets  acquired  and
liabilities  assumed and the results of operations  are  included
from the date of acquisition.

      The purchase of Cox had a significant effect on the results
of  operations of the Company for the three and six month periods
ended  June 30, 1998. Cox is included in the Human Pharmaceutical
Segment  as  part  of  the International Pharmaceutical  Division
("IPD").

      For the approximate two month period, Cox contributed sales
of  $14.8  million  and operating income, exclusive  of  one-time
acquisition charges, of $1.2 million. Interest expense  increased
by  approximately  $2.0 million reflecting the financing  of  the
acquisition primarily with long-term debt.  The Company estimates
the net after tax dilution of Cox on operations was approximately
$ .03 per share.

      One time acquisition charges required by generally accepted
accounted principles and recorded in the second quarter  included
the  write-up  of  inventory and write-off on  the  sale  of  the
inventory of $1.3 million, a write-off of in process research and
development  ("R&D")  of $2.1 million and  severance  of  certain
employees of the IPD of $0.2 million. Because in process  R&D  is
not  tax  benefited the one time charges were $3.1 million  after
tax or $.12 per share.

     The balance sheet of the Company as of June 30, 1998 is also
significantly affected by the acquisition.

     Increases in major categories resulting from the acquisition
were:
                                                  ($ in millions)

          Current assets                              $40
          Property, plant and equipment                 36
          Intangible assets                            159
                                                      $235

          Short term debt                              $28
          Other current liabilities                     27
          Long term debt                               180
                                                      $235

Results of Operations - Six Months Ended June 30, 1998

      Total  revenue increased $25.7 million (10.7%) in  the  six
months ended June 30, 1998 compared to 1997. Operating income  in
1998 was $24.7 million, an increase of $5.9 million, compared  to
1997.  Net  income  was  $7.7 million ($.30  per  share  diluted)
compared  to $5.7 million ($.26 per share diluted) in  1997.  Net
income  in  1998 included charges relating to the acquisition  of
Cox which reduced net income by $3.1 million ($.12 per share).

      Revenues increased in both the business segments  in  which
the  company  operates, Human Pharmaceuticals and Animal  Health.
The increase in revenues was reduced by over $14.0 million due to
translation of sales in foreign currency into the U.S. dollar.

     Within  the  Human  Pharmaceutical  Segment  ("HPS"),   Fine
Chemicals  Division ("FCD") revenues increased primarily  due  to
increased  volume  of vancomycin and polymyxin, including  volume
related to the polymyxin business purchased in the fourth quarter
of  1997.  Revenues increased in the U.S. Pharmaceutical Division
("USPD") as a result of increased net prices, due to lower  sales
deductions relative to 1997. Volume of products introduced  since
1996  increased  and was partially offset by volume  declines  of
certain  other  products.  In the IPD, revenues  increased  as  a
result of increased volume and sales of Cox, offset partially  by
the  effect  of  translation of sales in Scandinavian  currencies
into the U.S. dollar.
     
     Within  the  Animal  Health Segment ("AHS"),  Animal  Health
division  ("AHD")  revenues were higher due to  sales  of  Deccox
products  (acquired  in September of 1997) and  generally  higher
prices  in  base  products partially offset by  lower  volume  in
certain  products  and  the effect of  translation  of  sales  in
foreign currencies into the U.S. dollar.  Revenues in the Aquatic
Animal  Health division increased mainly due to the  introduction
of two new products.

      On  a  consolidated  basis, gross  profit  increased  $13.0
million  and the gross margin percent increased to 42.3% in  1998
compared to 41.4% in 1997.  The increase resulted from higher net
sales  prices  particularly in the USPD and  AHD  which  directly
increased  margins as well as increased volume in  all  divisions
only  partially  offset  by  decreases  due  mainly  to  currency
translation  effects primarily in the IPD. Gross profit  in  1998
was  reduced by the one time charge for inventory of $1.3 million
associated with the Cox acquisition.

      Operating  expenses on a consolidated basis increased  $7.1
million.  Operating  expenses  increased  mainly  due  to  higher
selling  and  marketing expenses for new and  existing  products,
normal operating expenses related to Cox, and acquisition charges
of $2.3 million related to Cox with such increase being partially
offset by the effects of currency translation.

      Operating  income increased $5.9 million  as  a  result  of
increased  volume  including products acquired  in  1997,  normal
operating income earned by Cox and to a lesser extent higher  net
prices  partially  offset by an increase  in  operating  expenses
which include one-time Cox acquisition expenses of $3.6 million.

      Interest  expense increased $1.6 million due  to  increased
debt  balances  in  the second quarter of 1998 compared  to  1997
primarily related to Cox acquisition.

      Other, net in 1998 was a $.2 million income compared to $.2
million loss in 1997. Foreign exchange transaction losses in 1998
and   1997  were  approximately  $.5  million  and  $.4  million,
respectively.  The  losses  in both periods  were  primarily  the
result  of the continued strengthening of the U.S. dollar. Other,
net  in  1998  also  included  income  from  property  sales   of
approximately $.7 million.

      On a year to date basis the effective tax rate is 44.8%  in
1998  compared to 38.5% in 1997. The primary reason for the  rate
increase is the recording of a charge for in process R&D  in  the
second quarter of 1998 which is not tax benefited.

Results of Operations - Three Months Ended June 30, 1998

      Total revenue increased $20.5 million (17.3%) in the  three
months ended June 30, 1998 compared to 1997. Operating income  in
1998 was $11.3 million, an increase of $1.4 million, compared  to
1997.  Net  income  was  $2.3 million ($.09  per  share  diluted)
compared  to $3.5 million ($.16 per share diluted) in  1997.  The
second  quarter of 1998 includes Cox acquisition related  charges
which lowered operating income by $3.6 million, and net income by
$3.1 million ($.12 per share diluted).

      Revenues increased in both the business segments  in  which
the  company  operates, Human Pharmaceuticals and Animal  Health.
The increase in revenues was reduced by over $5.0 million due  to
translation of sales in foreign currency into the U.S. dollar.

     Within  the  HPS,  IPD revenues increased  due  to  the  Cox
acquisition  offset  partially by the effect  of  translation  of
sales  in  Scandinavian  currencies into  the  U.S.  dollar.  FCD
revenues   increased  primarily  due  to  increased   volume   of
vancomycin  and  polymyxin,  including  volume  related  to   the
polymyxin  business  purchased in the  fourth  quarter  of  1997.
Revenues  increased in the USPD mainly as a result  of  increased
volume of products introduced since 1996.
     
     Within  the  AHS, AHD revenues were higher due to  sales  of
Deccox  products  (acquired in September of 1997)  and  generally
higher  prices in base products partially offset by lower  volume
in  certain  products and the effect of translation of  sales  in
foreign currencies into the U.S. dollar.  Revenues in the Aquatic
Animal  Health division increased mainly due to the  introduction
of two new products.

     On a consolidated basis, gross profit increased $7.7 million
and  the gross margin percent was 42.4% in 1998 compared to 43.2%
in  1997. The 1998 gross profit, in both dollars and percent, was
negatively  impacted  by the inventory write  up  and  write  off
related  to the Cox acquisition. Without the $1.3 million  charge
the gross profit percent would have been 43.3%.

      The  increase in gross profit dollars resulted from  higher
volume  in  all  divisions  including  the  effect  of  the   Cox
acquisition  only  partially offset by decreases  due  mainly  to
translation effects primarily in the IPD and the inventory  write
up related to Cox which was expensed in the second quarter.

      Operating  expenses on a consolidated basis increased  $6.3
million  mainly  due  to  higher selling and  marketing  and  R&D
expenses,  Cox  operating expenses and one time  Cox  acquisition
charges  with such increase being partially offset by the effects
of currency translation.

      Operating  income increased $1.4 million  as  a  result  of
increased  sales volume and the inclusion of Cox operations  from
May  1998  partially offset by an increase in operating  expenses
and the $3.6 million of one time acquisition charges.

      Interest expense increased $2.0 million due to higher  debt
balances  in  1998  compared  to  1997  resulting  from  the  Cox
acquisition.

      Other, net in 1998 was a $.4 million income compared to $.1
million  income in 1997. Foreign exchange transaction  losses  in
1998  and  1997 were approximately $.3 million and $0.0  million,
respectively.  The loss in 1998 was primarily the result  of  the
continued  strengthening of the U.S. dollar. Other, net  in  1998
includes income from property sales of $.7 million.

      For  the second quarter the effective tax rate is 55.9%  in
1998  compared  to  37.8%  in 1997. The primary  reason  for  the
increase is the recording of a charge for in process R&D  in  the
second quarter of 1998 which is not tax benefited.

Financial Condition

           Working  capital at June 30, 1998 was  $165.1  million
compared  to  $139.8 million at December 31,  1997.  The  current
ratio  was 2.18 to 1 at June 30, 1998 compared to 2.04  to  1  at
year  end.  Long-term debt to stockholders' equity was 1.83:1  at
June 30, 1998 compared to .94:1 at December 31, 1997. The primary
difference   in  the  ratios  at  June  30,  1998   compared   to
December  31,  1997  is  the acquisition  of  Cox.  (See  section
"Acquisition of Cox").

     To  accomplish the acquisition the principal members of  the
bank  syndicate,  which  are parties to the  Company's  Revolving
Credit Facility, consented to a change until December 31, 1998 in
the  method  of calculation of the convenant which  requires  the
equity  to  asset  ratio  to be 30% (the  "Waiver").  The  change
permitted the Company to meet the required ratio. The Company has
a  commitment,  subject to agreement on final  documentation,  to
amend  and  restate  the existing Revolving  Credit  Facility  to
provide the financial and convenant flexibility which will make a
further extension of the Waiver unnecessary.

     In addition, all balance sheet captions decreased as of June
30,  1998  compared  to  December 1997 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 six months of 1998 by approximately
4%  and  1%, respectively.  In addition, the Company's operations
in  Indonesia  were  negatively affected  due  to  the  continued
decline  of  the Rupiah versus the U.S. Dollar. The decreases  do
impact to some degree the above mentioned ratios. The approximate
decrease  due  to currency translation of selected captions  was:
accounts  receivable  $0.9  million,  inventories  $1.0  million,
accounts  payable  and accrued expenses $0.6 million,  and  total
stockholders' equity $5.9 million. The $5.9 million  decrease  in
stockholder's  equity represents accumulated other  comprehensive
loss  for  the six months ended June 30, 1998 resulting from  the
continued strengthening of the U.S. dollar.

       The   Company   is  considering  additional  complementary
acquisitions   that   can  provide  new   products   and   market
opportunities as well as leverage existing assets.  In  order  to
complete  such  acquisitions the Company will require  additional
financing of a long-term nature which will require the consent of
its existing lenders or additional equity financing. There is  no
assurance  that  any  acquisition  or  the  required  acquisition
financing  will  be available on terms suitable to  the  Company.
Regarding  potential equity financing, the Company's  outstanding
warrants  for the issuance of common stock expire on  January  3,
1999.   The  Company  is considering an offering  in  the  fourth
quarter  of  1998 to exchange its Class A Common  Stock  for  the
outstanding warrants based on the difference between the exercise
price  of the warrants and the then current market price for  the
stock plus a premium.  No final decision as to this warrant offer
has  yet  been made.  However, if such offer is made, the Company
would  not  receive the approximately $ 79.0 million due  if  the
warrants were exercised.

___________

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, 1997.

PART II.  OTHER INFORMATION



Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)       Alpharma Inc. annual meeting was held on May 8, 1998.

(b)  Proxies  were  solicited by Alpharma Inc. and there  was  no
     solicitation in opposition to the nominees listed in the proxy
     statement.  All  such nominees were elected to  the  classes
     indicated in the proxy statement pursuant to the vote of the
     stockholders as follows:

                                           Votes
     Class A Directors               For          Withheld

     Thomas G. Gibian             13,968,639       585,698
     Peter G. Tombros             13,969,992       584,345
     Erik Hornnaess               13,970,801       583,536

     Class B Directors

     I.   Roy Cohen                     9,500,000             0
     Glen E. Hess                  9,500,000             0
     Gert W. Munthe                9,500,000             0
     Einar W. Sissener             9,500,000             0
     Erik G. Tandberg              9,500,000             0
     Oyvin A. Broymer              9,500,000             0

(c)  An  Amendment  to the Company's 1997 Incentive Stock  Option
     and Appreciation Right Plan, as amended, was approved by a vote
     of:

                     For          20,966,330
                     Against       1,777,509
                     Abstain          41,288
                     No Vote       1,269,210


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K


(b)  Reports on Form 8-K

(1)  On May 22, 1998, the Company filed a report on Form 8-K
     dated May 7, 1998   reporting the acquisition of all of the
     capital stock of Cox Investments Ltd. and its wholly owned
     subsidiary, Arthur H. Cox and Co. Ltd. ("Cox") from Hoechst AG.
     The financial statements of Cox and required pro forma financials
     were not available at that time.

(2)  On  July 21, 1998, the Company filed a report on Form  8-K/A
     dated  May  7,  1998  reporting  Item  2.  "Acquisition   or
     Disposition of Assets".

     The  event reported was the acquisition of Cox from  Hoechst
     AG. The Form 8-K/A included the audited financial statements
     of Cox 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:  August 11, 1998        /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer