Page 7 of 23
                                


                          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
September 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 October 23, 1998.

     Class A Common Stock, $.20 par value - 15,988,433 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
     September 30, 1998 and December 31, 1997               3

     Consolidated Statement of Income for the
     Three and Nine Months Ended September 30,
     1998 and 1997                                           4

     Consolidated Condensed Statement of Cash
     Flows for the Nine Months Ended September 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                                      13-22


PART II.  OTHER INFORMATION

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

  Signatures                                               23

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

                                    September 30,   December 31,
                                        1998           1997
ASSETS
Current assets:
  Cash and cash equivalents           $ 15,853       $ 10,997
  Accounts receivable, net             151,400        127,637
  Inventories                          140,077        121,451
Other                                   13,070         13,592
      Total current assets             320,400        273,677

Property, plant and equipment, net     238,013        199,560
Intangible assets                      307,680        149,816
Other assets and deferred charges       12,770          8,813
      Total assets                    $878,863       $631,866

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt   $  6,180       $ 10,872
  Short-term debt                       16,552         39,066
  Accounts payable and accrued
      liabilities                      100,999         78,798
  Accrued and deferred income taxes     19,173          5,190
      Total current liabilities        142,904        133,926

  Long-term debt:
      Senior                           244,838        223,975
      Convertible subordinated notes   192,850           -
  Deferred income taxes                 29,925         26,360
  Other non-current liabilities          9,284          9,132

Stockholders' equity:
  Class A Common Stock                   3,252          3,224
  Class B Common Stock                   1,900          1,900
  Additional paid-in-capital           182,290        179,636
  Accumulated other comprehensive
      loss                             (2,293)        (8,375)
  Retained earnings                     80,031         68,206
  Treasury stock, at cost              (6,118)        (6,118)

      Total stockholders' equity       259,062        238,473
        Total liabilities and
          stockholders' equity        $878,863       $631,866
                                
           The accompanying notes are an integral part
       of the consolidated condensed financial statements.
                              ALPHARMA INC.
                     CONSOLIDATED STATEMENT OF INCOME
                  (In thousands, except per share data)
                              (Unaudited)


                             Three Months Ended    Nine Months Ended
                               September 30,         September 30,
                                                                
                               1998      1997       1998      1997
                                                                
Total revenue               $164,337   $125,240   $430,412  $365,650
                                                            
  Cost of sales              97,642     73,681    251,138   214,529
                                                            
Gross profit                 66,695     51,559    179,274   151,121
                                                            
  Selling, general and                                      
   administrative expense    46,801     38,577    134,634   119,325
                                                            
Operating income             19,894     12,982    44,640    31,796
                                                            
  Interest expense          (7,454)    (4,303)    (18,433)  (13,635)
                                                            
  Other income (expense),     (377)       (271)     (195)      (438)
net
                                                            
Income before provision for                                 
 income taxes                12,063      8,408    26,012    17,723
                                                            
  Provision for income        4,512      3,151     10,754     6,736
taxes
                                                            
Net income                  $  7,551   $  5,257   $ 15,258  $ 10,987
                                                            
Earnings per common share:                                  
  Basic                      $   .30   $   .23    $   .60   $   .50
  Diluted                    $   .28   $   .22    $   .59   $   .49
                                                            
Dividends per common share   $ .045    $  .045    $  .135   $  .135
                                                            







               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)
                                                 Nine Months Ended
                                                 September 30,
                                               1998             1997
Operating Activities:
  Net income                                $ 15,258 $  10,987
  Adjustments to reconcile net
   income to net cash provided
   by operating activities:
   Depreciation and amortization                        27,250
22,713
   Purchased in-process research & development           2,081   -
  Changes in assets and liabilities,
   net of effects from business
   acquisitions:
     (Increase)decrease in accounts receivable         (3,699)   1,701
     (Increase)decrease in inventories                   2,299
(4,828)
     Increase(decrease) in accounts
       payable and accrued expenses                      3,094
(4,382)
     Other, net                                          5,964
2,417
       Net cash provided by
         operating activities               52,247      28,608

Investing Activities:
  Capital expenditures                                (20,347)
(19,119)
  Purchase of Cox, net of cash acquired                 (197,044)
-
 Purchase of business and intangibles                       -
(27,201)
    Net cash used in investing activities               (217,391)
(46,320)

Financing Activities:
  Dividends paid                                       (3,433)
(3,058)
  Proceeds from sale of convertible
   subordinated debentures                             192,850   -
  Proceeds from senior long-term debt                  187,522
27,505
  Reduction of senior long-term debt                 (182,494)
(6,906)
  Net repayment under lines of credit                 (22,649)
(19,408)
  Payments for debt issuance costs                     (4,175)   -
  Proceeds from issuance of common stock
2,682      21,355
          Net cash provided by
            financing activities
170,303   19,488

Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                                498
(1,400)
  Income tax effect of exchange rate
    changes on intercompany advances
(801)           828
     Net cash flows from exchange
               rate changes                              (303)
(572)

Increase in cash                                         4,856
1,204
Cash and cash equivalents at
  beginning of year                         10,997      15,944
Cash and cash equivalents at
  end of period                                       $ 15,853
$17,148



             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   nine  month  periods  ended  September  30,  1998  are  not
necessarily indicative of the results to be expected for the full
year.

2.   Inventories

     Inventories consist of the following:

                                 September 30,  December 31,
                                     1998           1997

     Finished product            $ 73,723       $ 68,525
     Work-in-process               27,316         20,009
     Raw materials                 39,038         32,917
                                $140,077        $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:
                                          September  December  31,
                                           30,1998   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     10,265       11,355
  Other, U.S.                                 562          758
                                                     
 Denominated in Other Currencies          51,191        52,159
                                                     
 Total senior debt                        251,018      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                    443,868      234,847
  Less, current maturities                 6,180        10,872
                                         $437,688     $223,975


4.   Business Acquisition - Cox

      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, 1998 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 research and development ("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     Nine Months Ended
                         September 30,        September 30,
                             1997            1998*       1997
                                                      
Revenues                   $149,140       $463,715    $431,227
Net income                   $5,158       $16,395      $7,852
Basic EPS                     $0.22         $0.65       $0.35
Diluted EPS                   $0.22         $0.63       $0.35

*  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, rights,  warrants
and convertible debt when appropriate.

      A reconciliation of weighted average shares outstanding for
basic to diluted weighted average shares outstanding used in  the
calculation of EPS is as follows:

(Shares in thousands)   Three Months Ended    Nine Months Ended
                           September 30,       September 30,
                          1998      1997       1998       1997
Average shares                                         
 outstanding - basic    25,437    23,081     25,391     22,144
Stock options              244       136        194         66
Rights                    -          371       -            11
Warrants                   552        -         359       -
Convertible debt         6,744        -         -         -
Average shares                                         
 outstanding - diluted  32,977    23,588     25,944     22,221

      The amount of dilution attributable to the options, rights,
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  September
30, 1998 and was included in the computation of diluted EPS using
the  if-converted method for the three months ended September 30,
1998.  The  if-converted  method was antidilutive  for  the  nine
months   ended  September  30,  1998  and  therefore  the  shares
attributable  to the subordinated debt were not included  in  the
diluted EPS calculation.

     The numerator for the calculation of basic EPS is net income
for all periods. The numerator for the calculation of diluted EPS
is  net income for the nine months ended September 30, 1998.  The
numerator for the three months ended September 30, 1998  includes
an  add back for interest expense and debt cost amortization, net
of income tax effects, related to the convertible notes.


      A  reconciliation of net income for the  numerator  of  the
diluted EPS calculations is as follows:

                         Three Months Ended   Nine Months Ended
                           September 30,        September 30,
                           1998      1997      1998       1997
                                                        
Net income, as reported  $7,551    $5,257    $15,258    $10,987
Net income effect of                                    
  convertible debt        1,812       -        -          -
Adjusted net income for                                 
  diluted EPS purposes   $9,363    $5,257    $15,258    $10,987
                                                        

6.        Stockholders' Equity

      On October 21, 1998 the Company announced that its Board of
Directors   had  approved  an  offer  by  the  Company   to   its
Warrantholders  to  exchange  all of  the  Company's  outstanding
warrants  for  shares  of  its Class A Common  Stock.  There  are
3,596,254  outstanding  Warrants, each of  which  represents  the
right  to  purchase 1.061 shares of Class A Common  Stock  at  an
exercise  price of $20.69 per share. The Warrants expire  January
3, 1999 and trade on the New York Stock Exchange.

      Under the transaction, the Company is offering to issue  to
each  warrantholder a number of Class A shares  in  exchange  for
each  Warrant  pursuant  to an exchange formula  based  upon  the
market  prices  of  the shares during the offer.  The  number  of
shares  to  be  issued  for each Warrant pursuant  to  the  Offer
(Exchange  Formula) is the result of dividing (i) the sum  of  $1
plus  the  Warrant  Spread  by (ii)  the  Average  Market  Price.
"Warrant  Spread"  means 1.061 times the  result  of  subtracting
$20.69  from the Average Market Price. The "Average Market Price"
will  be the arithmetic average (rounded to the nearest cent)  of
the closing prices on each of the ten consecutive days the Shares
trade  on  the New York Stock Exchange commencing with the  first
day  following the filing of the Company's Form 10-Q  Report  for
the period ended September 30, 1998.


7.   Supplemental Cash Flow Information:

                                       Nine Months Ended
                                   September 30,  September 30,
                                      1998           1997

Cash paid for interest              $14,310        $13,815
Cash paid for income taxes
  (net of refunds)                  $ 3,640       $(2,888)


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            -


8.   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  $21,340  and $(2,501) for  the  nine  months  ended
September  30,  1998 and 1997, respectively. Total  comprehensive
income (loss) amounted to $19,548 and $4,013 for the three months
ended  September  30,  1998  and  1997,  respectively.  The  only
components  of  accumulated  other  comprehensive  loss  for  the
Company are foreign currency translation adjustments.

9.   Contingent Liabilities and Litigation

      The  Company is one of multiple defendants in approximately
75  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.


10.  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 nine month periods
ended   September  30,  1998.  Cox  is  included  in  the   Human
Pharmaceutical    Segment   as   part   of   the    International
Pharmaceutical Division ("IPD").

      For the approximate five month period since acquisition  in
1998,  Cox  contributed  sales  of $38.6  million  and  operating
income,  exclusive  of  one-time  acquisition  charges,  of  $3.4
million.  Operating  income is reduced  by  the  amortization  of
goodwill  totaling approximately $1.8 million.  Interest  expense
increased  by approximately $5.0 million reflecting the financing
of  the  acquisition primarily with long-term debt.  The  Company
estimates  the  net after tax dilution of Cox, exclusive  of  one
time charges, was approximately $0.07 per share.

       For  the  three  months  ended  September  30,  1998,  Cox
contributed sales of $24.5 million and operating income  of  $2.2
million. Interest expense increased by approximately $3.1 million
reflecting   the  financing  of  the  acquisition.  The   Company
estimates  the  net  after tax dilution of Cox was  approximately
$0.04 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 September 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                 34
          Intangible assets                            161
                                                      $235

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

Results of Operations - Nine Months Ended September 30, 1998

      Total  revenue increased $64.8 million (17.7%) in the  nine
months  ended  September  30, 1998 compared  to  1997.  Operating
income  in 1998 was $44.6 million, an increase of $12.8  million,
compared  to 1997. Net income was $15.3 million ($.59  per  share
diluted)  compared to $11.0 million ($.49 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 $18.0 million due to
changes  in  exchange rates used in translating 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")  primarily  as  a result of higher  volume  of  products
introduced since 1996. In the IPD, revenues increased mainly  due
to  the  sales of Cox supplemented by volume increases  in  other
products  offset partially by the effect of translation of  sales
in Indonesian and 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 partially offset by lower volume in certain
other products.

      On  a  consolidated  basis, gross  profit  increased  $28.2
million  and the gross margin percent increased to 41.7% in  1998
compared  to 41.3% in 1997. The increase in gross profit  dollars
resulted  from  sales  of  new and acquired  products  introduced
particularly  in  the  USPD  and AHD, increased  volume  in  most
divisions  and the inclusion of Cox offset partially 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  $15.3
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 $12.8 million  primarily  as  a
result of new and acquired products, increased net volume 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 $4.8 million due  to  increased
debt  balances  since  May  7, 1998 compared  to  1997  primarily
related to the Cox acquisition.

      Other, net in 1998 was a $.2 million loss compared  to  $.4
million loss in 1997. Foreign exchange transaction losses in 1998
and  1997  were  approximately  $1.1  million  and  $.6  million,
respectively.  The loss in 1998 was primarily the result  of  the
weakening currencies of the Company's subsidiaries in Mexico  and
Brazil versus the U.S. dollar. The loss in 1997 was primarily the
result  of  the  strengthening of  the  U.S.  dollar  versus  the
Scandinavian currencies.

      On a year to date basis the effective tax rate is 41.3%  in
1998  compared to 38.0% in 1997. The primary reason for the  rate
increase  is  the  recording  of a  charge  related  to  the  Cox
acquisition  for  in process R&D in the second  quarter  of  1998
which is not tax benefited.

Results of Operations - Three Months Ended September 30, 1998

      Total revenue increased $39.1 million (31.2%) in the  three
months  ended  September  30, 1998 compared  to  1997.  Operating
income  in  1998 was $19.9 million, an increase of $6.9  million,
compared  to  1997. Net income was $7.6 million ($.28  per  share
diluted)  compared  to $5.3 million ($.22 per share  diluted)  in
1997.

      Revenues increased in both the business segments  in  which
the  company  operates, Human Pharmaceuticals and Animal  Health.
The  increase in revenues was reduced by almost $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  Indonesian and 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 and  generally  higher
volume  in  certain other products offset partially by lower  net
sales  prices in certain products.  Third quarter volume  of  the
USPD  is  generally  increased due to  seasonal  expectations  of
increased demand by consumers for cough/cold products.   If  such
demand  does not occur, fourth quarter volume could be negatively
effected.
     
     Within  the AHS, AHD revenues were higher primarily  due  to
sales  of  Deccox  products  (acquired  in  September  of  1997).
Revenues  in the Aquatic Animal Health division increased  mainly
due  to the introduction of two new products partially offset  by
decreased volume in certain other products.

      On  a  consolidated  basis, gross  profit  increased  $15.1
million.  The increase in gross profit dollars resulted from  new
and  acquired  product  revenues in all divisions  including  the
effect  of the Cox acquisition only partially offset by decreases
due mainly to translation effects primarily in the IPD. The gross
margin  percent was 40.6% in 1998 compared to 41.2% in 1997.  The
gross  margin percentage was negatively impacted by the increased
percentage  of  sales  and gross profit  compared  to  the  prior
quarter  of  the Company's generic pharmaceutical divisions  USPD
and  IPD  (including  Cox)  which  generate  lower  gross  margin
percents than the overall Company average.

      Operating  expenses on a consolidated basis increased  $8.2
million  mainly due to higher selling and marketing, R&D expenses
and Cox operating expenses.

      Operating income increased $6.9 million as a result of  new
product  sales and the inclusion of Cox operations from May  1998
partially  offset  by an increase in operating expenses  and  the
effects of currency translation.

      Interest expense increased $3.2 million due to higher  debt
balances  in  1998  compared  to  1997  resulting  from  the  Cox
acquisition.

      Other, net in 1998 was a $.4 million loss compared  to  $.3
million loss in 1997. Foreign exchange transaction losses in 1998
and   1997  were  approximately  $.6  million  and  $.3  million,
respectively.  The loss in 1998 was primarily the result  of  the
weakening currencies in the Company's subsidiaries in Mexico  and
Brazil versus the U.S. dollar. The loss in 1997 was primarily the
result  of  the  strengthening of  the  U.S.  dollar  versus  the
Scandinavian currencies.

Year 2000

General

     The Year 2000 (Y2K) issue is primarily the result of certain
computer  programs and embedded computer chips  being  unable  to
distinguish  between the year 1900 and 2000.  As  a  result,  the
Company  along with all other business and governmental entities,
is at risk for possible miscalculations of a financial nature and
systems  failures which may cause disruptions in its  operations.
The  Company can be affected by the Y2K readiness of its  systems
or  the  systems  of  the  many  other  entities  with  which  it
interfaces, directly or indirectly.

     The  Company began its program to address its potential  Y2K
issues  in late 1996 and has organized its activities to  prepare
for  Y2K at the division level.  The divisions have focused their
efforts  on  three areas:  (1) information systems  software  and
hardware;  (2)  manufacturing facilities and  related  equipment;
(i.e.  embedded  technology)  and (3)  third-party  relationships
(i.e.  customers, suppliers, and other).  Information system  and
hardware  Y2K  efforts are being coordinated by  an  IT  steering
committee composed of divisional personnel.

     The   Company  and  the  divisions'  have  organized   their
activities and are monitoring their progress in each area by  the
following four phases:

     Phase 1:  Awareness/Assessment  -  identify,  quantify   and
               prioritize business and financial risks by area.
     
     Phase 2:  Budget/Plan/Timetable - prepare a  plan  including
               costs   and  target  dates  to  address  phase   1
               exposures.
     
     Phase 3:  Implementation  -  execute the  plan  prepared  in
               phase 2.
     
     Phase 4:  Testing/Validation  -  test   and   validate   the
               implemented  plans to insure the Y2K exposure  has
               been eliminated or mitigated.

State of Readiness

     The company summarizes its divisions' state of readiness  at
September 30, 1998 as follows:

Information Systems and Hardware

                                         Quarter forecasted
                    Approximate range    for substantial
Phase               of completion        completion
                                         
1                   80 - 100%            4th Quarter 1998
2                   70 - 100%            1ST Quarter 1999
3                   50 -  75%            2nd Quarter 1999
4                   25 -  75%            3rd Quarter 1999


Embedded Factory Systems

                                         Quarter forecasted
                    Approximate range    for substantial
Phase               of completion        completion
                                         
1                   80 -100%             4th Quarter 1998
2                   50 - 90%             1ST Quarter 1999
3                   25 - 50%             2nd Quarter 1999
4                   25 - 60%             3rd Quarter 1999

Third Party Relationships

                                         Quarter forecasted
                    Approximate range    for substantial
Phase               of completion        completion
                                         
1                   50 - 100% (a)        1st Quarter 1999(a)
2                   40 - 60%  (a)        1st Quarter 1999(a)
3                   (a) (b)              (a) (b)
4                   (a) (b)              (a) (b)


(a)   Refers  to  significant identified risks - (e.g. customers,
   suppliers of raw materials and providers of services) does not
   include  exposures that relate to interruption of  utility  or
   government provided services.
   
(b)   Awaiting  completion of vendor response and  follow-up  due
   diligence to Y2K readiness surveys.
   

Cost
     
     The  Company expects the costs directly associated with  its
Y2K  efforts  to  be  between  $3.0 and  $4.0  million  of  which
approximately $1.0 has been spent to date.  The cost estimates do
not include additional costs that may be incurred as a result  of
the failure of third parties to become Y2K compliant or costs  to
implement any contingency plans.

Risks

     The   Company   has  identified  the  following  significant
reasonably  possible  Y2K  problems and  is  considering  related
contingency plans.

     The  inability of significant sole source suppliers  of  raw
materials  or  active  ingredients to  provide  an  uninterrupted
supply  of  material  necessary for the  manufacture  of  Company
products.    Since  various  drug  regulations  will   make   the
establishment  of  alternative  supply  sources  difficult,   the
Company  is  considering building inventory  levels  of  critical
materials prior to December 31, 1999.
     
     The failure to properly interface caused by noncompliance of
significant  customer operated electronic ordering systems.   The
Company  is  considering plans to manually process  orders  until
these systems become compliant.
     
     The  shutdown  or  malfunctioning of  Company  manufacturing
equipment.  The Company will advance internal clocks to the  year
2000 on certain key equipment during scheduled plant shutdowns in
1999 to determine the effect on operations and develop plans,  as
necessary,   for  manual  operations  or  third  party   contract
manufacturing.
     
     Based  on  the assessment efforts to date, the Company  does
not  believe  that  the Y2K issue will have  a  material  adverse
effect  on  its financial condition or results of operation.  The
Company  believes that any effect of the Year 2000 issue will  be
mitigated because of the Company's divisional operating structure
which is diverse both geographically and with respect to customer
and  supplier  relationships.  Therefore, the adverse  effect  of
most  individual  failures should be isolated  to  an  individual
product, customer or Company facility. However, there can  be  no
assurance that the systems of third-parties on which the  Company
relies will be converted in a timely manner, or that a failure to
properly  convert by another company would not  have  a  material
adverse effect on the Company.

     The  Company's  Y2K program is an ongoing process  that  may
uncover  additional  exposures and all  estimates  of  costs  and
completion are subject to change as the process continues.


Financial Condition

           Working  capital  at  September 30,  1998  was  $177.5
million  compared  to $139.8 million at December  31,  1997.  The
current  ratio  was 2.24 to 1 at September 30, 1998  compared  to
2.04 to 1 at year end. Long-term debt to stockholders' equity was
1.69:1  at  September 30, 1998 compared to .94:1 at December  31,
1997. The primary difference in the ratios at September 30,  1998
compared  to  December 31, 1997 is the acquisition of  Cox.  (See
section "Acquisition of Cox").

      In  addition, most balance sheet captions increased  as  of
September  30, 1998 compared to December 1997 in U.S. Dollars  as
the  functional  currencies  of two of  the  Company's  principal
foreign  subsidiaries,  the  Danish  Krone  and  British   Pound,
appreciated versus the U.S. Dollar in the nine months of 1998  by
approximately 6% and 3%, respectively. Conversely, the  Company's
operations  in  Indonesia were negatively  affected  due  to  the
continued decline of the Rupiah versus the U.S. Dollar.  The  net
increases  do  impact to some degree the above mentioned  ratios.
The  approximate increase due to currency translation of selected
captions was: accounts receivable $2.3 million, inventories  $1.9
million, accounts payable and accrued expenses $1.5 million,  and
total   stockholders'  equity  $6.1  million.  The  $6.1  million
increase  in  stockholder's equity represents  accumulated  other
comprehensive income for the nine months ended September 30, 1998
resulting from the weakening of the U.S. dollar at quarter end.

     To  accomplish the acquisition of Cox 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  covenant  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 with its principal banks,  subject  to
agreement  on  final  documentation,  to  replace  the   existing
Revolving  Credit Facility and certain existing short-term  lines
of credit to provide the financial and covenant flexibility which
will  make  a  further extension of the Waiver  unnecessary.  The
commitment   provides   for  extended  maturity   of   the   bank
indebtedness and increased interest costs.

      The  acquisition  of  Cox increased  the  leverage  of  the
Company,  as  evidenced  by the long-term debt  to  stockholders'
equity  ratio  noted  above and total long-term  indebtedness  of
$437.7  million at September 30, 1998 compared to $224.0  million
at  December  31,  1997.  The degree  to  which  the  Company  is
leveraged  could  have  important consequences  to  the  Company,
including  the  following: (i) the Company's  ability  to  obtain
additional  financing for working capital, capital  expenditures,
acquisitions  or other purposes may be limited or impaired;  (ii)
the  Company's  operating  flexibility with  respect  to  certain
matters   is  limited  by  covenants  contained  in  the   credit
agreements,  which  limit the ability of the Company's  operating
subsidiaries  to  incur  additional indebtedness  and  contingent
liabilities, grant liens, pay dividends, make investments, prepay
other   indebtedness   or   engage  in   certain   asset   sales,
acquisitions,  joint  ventures, mergers and  consolidations;  and
(iii)  the  Company's  degree  of  leverage  may  make  it   more
vulnerable to economic downturns, may limit its ability to pursue
other  business  opportunities and may reduce its flexibility  in
responding  to  changing  business and  economic  conditions.  In
addition,  the Company believes that it has greater  leverage  on
its balance sheet than many of its competitors.

     The Company is maintaining its search for acquisitions which
will  provide  new  product  and market  opportunities,  leverage
existing  assets and add critical mass. The Company  is  actively
evaluating  various  acquisition possibilities,  including  joint
ventures  and licensing arrangements.  In order to complete  such
acquisitions  the Company may require additional financing  of  a
long-term  nature which may 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.  Given  other
transactions  in the pharmaceutical industry, and the  values  of
potential  acquisition targets, the Cox acquisition is,  and  any
future acquisitions could initially be, dilutive to the Company's
earnings  and may add significant intangible assets  and  related
goodwill  amortization charges. Depending  upon  the  timing  and
success of the Company's acquisition strategy and other corporate
developments,  the  Company may seek additional  debt  or  equity
financing,  resulting  in  additional leverage  and  dilution  of
ownership, respectively.

       Regarding   potential  equity  financing,  the   Company's
outstanding warrants for the issuance of common stock  expire  on
January 3, 1999. In October 1998 the Company made a tender  offer
to  exchange all of the Company's outstanding warrants for shares
of  its Class A Common Stock based on the difference between  the
exercise price of the warrants and the average market price  over
a  10  day period plus a $1 premium. The offer, if accepted, will
result  in  the issuance of Class A Common Stock. The  number  of
shares  of  stock  to be issued cannot be predicted  due  to  its
dependence  on the average market price and level of  acceptance.
To  the  extent  such  offer is accepted, the  Company  will  not
receive  that  portion of the $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 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits none.
  
(b)  Reports on Form 8-K

(1)  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:      October 30, 1998        /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer