31


                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM 10-Q/A
                         Amendment No.2
                               To

    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, 1999

                          Alpharma Inc.
      (Exact name of registrant as specified in its charter)

                 Delaware        22-2095212
                  (State of    (I.R.S. Employer
               Incorporation)   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 30, 1999:

  Class A Common Stock, $.20 par value - 18,048,159 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, 1999 (Restated) and December 31,      3
         1998

         Consolidated Statement of Income for the
         Three and Six Months Ended June 30, 1999
         (Restated) and 1998                            4

         Consolidated Condensed Statement of Cash
         Flows for the Six Months Ended June 30,
         1999 (Restated) and 1998                       5

         Notes to Consolidated Condensed Financial
         Statements                                   6-17

   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                18-29

PART II.  OTHER INFORMATION

   Item 4.  Submission of Matters to a Vote
            of Security Holders                        30

   Item 6.  Exhibits and reports on Form 8-K          30-31

         Signatures                                    31

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

                                         June 30,
                                          1999     December 31,
                                        (Restated)      1998
ASSETS
Current assets:
  Cash and cash equivalents             $ 22,516   $  14,414
  Accounts receivable, net               170,090     169,744
  Inventories                            154,283     138,318
  Prepaid expenses and other              13,067      13,008
         Total current assets            359,956     335,484

Property, plant and equipment, net       237,784     244,132
Intangible assets, net                   473,227     315,709
Other assets and deferred charges         36,010      13,611
         Total assets                   $1,106,977 $ 908,936

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt     $  9,258   $  12,053
  Short-term debt                         46,917      41,921
  Accounts payable and accrued
   liabilities                           128,508     105,679
  Accrued and deferred income taxes        7,579      10,784
         Total current liabilities       192,262     170,437

Long-term debt:
    Senior                               237,923     236,184
    Convertible subordinated notes,
       including $67,850 to related
       party                             363,362     192,850
Deferred income taxes                     31,424      31,846
Other non-current liabilities             11,776      10,340

Stockholders' equity:
   Class A Common Stock                    3,662       3,551
   Class B Common Stock                    1,900       1,900
   Additional paid-in-capital            233,626     219,306
   Accumulated other comprehensive
     loss                               (31,501)     (7,943)
   Retained earnings                      68,727      56,649
   Treasury stock, at cost               (6,184)     (6,184)
         Total stockholders' equity      270,230     267,279

              Total liabilities and
               stockholders' equity     $1,106,977 $ 908,936

 The accompanying notes are an integral part of the consolidated
                 condensed financial statements.
                 ALPHARMA INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF INCOME
              (In thousands, except per share data)
                           (Unaudited)



                      Three Months Ended     Six Months Ended
                          June 30,              June 30,
                         1999                   1999
                      (Restated)   1998      (Restated)  1998

Total revenue          $162,217    $139,513   $318,166  $266,075

Cost of sales           89,057       80,351    176,998   153,496

Gross profit            73,160       59,162    141,168   112,579

Selling, general and
 administrative
 expenses               52,743       47,826    102,814    87,833

Operating income        20,417       11,336     38,354    24,746

   Interest expense    (8,857)       (6,489)   (16,323)  (10,979)

   Other, net             (22)          383        921       182

Income before
provision
 for income taxes       11,538        5,230     22,952    13,949

 Provision for
  income taxes           4,170        2,925      8,386     6,242

Net income             $ 7,368      $ 2,305    $14,566   $ 7,707


Earnings per common
share:

  Basic                $ 0.27      $ 0.09     $  0.53    $ 0.30
  Diluted              $ 0.26      $ 0.09     $  0.52    $ 0.30

  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,
                                              1999          1998
                                           (Restated)
Operating Activities:
  Net income                              $  14,566     $   7,707
  Adjustments to reconcile net
   income to net cash provided
   by operating activities:
   Depreciation and amortization             21,893        17,327
   Purchased in-process research &
    development                                 -           2,081
  Changes in assets and liabilities,
   net of effects from business
   acquisitions:
      Decrease in accounts receivable        11,008        14,216
      (Increase) in inventory              (19,680)        (3,788)
      (Decrease) in accounts payable,
        accrued expenses and taxes
        payable                             (3,953)        (3,198)
      Other, net                              1,280           893
           Net cash provided by operating
            activities                       25,114        35,238

Investing Activities:
  Capital expenditures                     (15,050)       (13,652)
  Loan to Ascent Pediatrics                 (4,000)          --
  Purchase of businesses, net of cash
    acquired                              (173,626)      (197,044)
    Net cash used in investing activities (192,676)      (210,696)

Financing Activities:
  Dividends paid                            (2,488)        (2,286)
  Proceeds from sale of convertible
   subordinated debentures                  170,000       192,850
  Proceeds from senior long-term debt       277,000       187,522
  Reduction of senior long-term debt      (278,858)      (180,494)
  Net advances (repayment) under lines of     4,020       (12,074)
    credit
  Payments for debt issuance costs          (8,445)        (4,105)
  Proceeds from issuance of common stock     14,431         1,365
         Net cash provided by financing
          activities                        175,660       182,778
Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                 (1,519)          (189)
  Income tax effect of exchange rate
    changes on intercompany advances          1,523            93
         Net cash flows from exchange
                  rate changes                    4            (96)
Increase (decrease) in cash                   8,102          7,224
Cash and cash equivalents at
  beginning of year                          14,414         10,997
Cash and cash equivalents at
  end of period                           $  22,516       $ 18,221

           The accompanying notes are an integral part
       of the consolidated condensed financial statements.
                 ALPHARMA INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    (In Thousands of dollars)
                           (Unaudited)

1A.   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  1998
Annual  Report on Form 10-K. The reported results for  the  three
and  six  month  periods ended June 30, 1999 are not  necessarily
indicative of the results to be expected for the full year.

1B. Restatement of Financial Statements

           In  the  third quarter of 2000 the Company  discovered
that with respect to its Brazilian AHD operations, which reported
revenues  of  approximately $1,800, $6,000 and  $13,700  for  the
years  1997,  1998,  and 1999, respectively, a  small  number  of
employees collaborated to circumvent established company policies
and controls to create invoices that were either not supported by
underlying  transactions  or for which the  recorded  sales  were
inconsistent with the underlying transactions.

       A  full investigation of the matter with the assistance of
counsel and the company's independent auditors was initiated  and
completed.  As  a result, the individuals responsible  have  been
removed,  new  management  has been appointed  to  supervise  AHD
Brazilian  operations and the Company has restated  all  affected
periods,  comprising all four quarters of 1999 and the first  two
quarters of 2000.

      A  summary of the effects of the restatement adjustments on
the accompanying balance sheet as of June 30, 1999 and statements
of income for the three and six month periods ended June 30, 1999
follows:

                                         June 30, 1999
                                   Reported         Restated
ASSETS:
 Accounts receivable              $172,470          $170,090
 Inventory                         152,917           154,283
 Other current assets               35,583            35,583
     Current assets                360,970           359,956

 Non current assets                747,021           747,021

          Total assets          $1,107,991        $1,106,977

LIABILITIES AND EQUITY:
 Current liabilities              $192,655          $192,262
 Long-term debt                    601,285           601,285
 Deferred taxes and other           43,200            43,200
 Cumulative translation adj.      (31,522)          (31,501)
 Stockholders' equity              302,373           301,731

          Total liabilities &
             equity             $1,107,991        $1,106,977


                      Three Months Ended     Six Months Ended
                        June 30, 1999           June 30, 1999
                     Reported    Restated   Reported   Restated

Total revenue       $163,839    $162,217   $320,598   $318,166
Cost of sales        90,028      89,057    178,395     176,998
Gross profit         73,811      73,160    142,203     141,168
Selling, general &
  administrative
  expenses           52,743       52,743   102,814     102,814
Operating income     21,068     20,417      39,389      38,354
Interest expense    (8,857)     (8,857)    (16,323)   (16,323)
Other, net             (22)        (22)        921         921
Income before
  provision for
  income taxes       12,189     11,538      23,987      22,952
Provision for
  income taxes        4,417       4,170      8,779       8,386
Net income          $  7,772    $ 7,368    $15,208     $14,566
Earnings per
  common share:
     Basic            $0.28      $0.27       $0.56       $0.53
     Diluted          $0.28      $0.26       $0.55       $0.52


2.    Inventories

  Inventories consist of the following:
                                     June 30,  December 31,
                                       1999        1998
                  Finished product   $90,331   $ 68,834
                  Work-in-process     27,951     25,751
                  Raw materials       36,001     43,733
                                     $154,283  $138,318

3.    Long-Term Debt

  In January 1999, the Company signed a $300,000 credit agreement
("1999  Credit Facility") with a consortium of banks arranged  by
the  Union Bank of Norway, Den norske Bank A.S., and Summit Bank.
The agreement replaced the prior revolving credit facility and  a
U.S.  short-term  credit  facility and increased  overall  credit
availability. The prior revolving credit facility was  repaid  in
February 1999 by drawing on the 1999 Credit Facility.

  The  1999 Credit Facility provides for (i) a $100,000 six  year
Term Loan; and (ii) a revolving credit agreement of $200,000 with
an  initial  term  of  five  years with  two  possible  one  year
extensions.

  The  1999  Credit  Facility  has several  financial  covenants,
including  an  interest coverage ratio, total  debt  to  earnings
before interest, taxes, depreciation and amortization ("EBITDA"),
and equity to asset ratio.

  Interest  on  the  facility will be at the LIBOR  rate  with  a
margin  of  between .875% and 1.6625% depending on the  ratio  of
total debt to EBITDA. Margins can increase based on the ratio  of
equity to total assets.

  Primarily as a result of the Company's acquisition of the  Isis
Group,  the  equity  to total asset ratio at June  30,  1999  was
24.4%.  The  ratio  falling  below  25%  requires  a  prospective
increase in the margin on debt outstanding under the 1999  Credit
Agreement  of  .75%  (2.25% aggregate margin)  and  requires  the
Company to achieve a minimum 25% ratio within six months.

  In  June 1999, the Company issued $170,000 principal amount  of
3.0%  Convertible  Senior Subordinated Notes due  2006  (the  "06
Notes").  The  06 Notes will pay cash interest of 3%  per  annum,
calculated  on  the initial principal amount of  the  Notes.  The
Notes  will mature on June 1, 2006 at a price of 134.104% of  the
initial principal amount. The payment of the principal amount  of
the  Notes at maturity (or earlier, if the Notes are redeemed  by
the  Company prior to maturity), together with cash interest paid
over  the  term  of  the Notes, will yield investors  6.875%  per
annum.  The interest accrued but which will not be paid prior  to
maturity (3.875% per annum) is reflected as long-term debt in the
accounts  of  the  Company. The 06 Notes are  redeemable  by  the
Company after June 16, 2002.

  The Notes are convertible at any time prior to maturity, unless
previously redeemed, into 31.1429 shares of the Company's Class A
Common stock per one thousand dollars of initial principal amount
of 06 Notes. This ratio results in an initial conversion price of
$32.11  per share. The number of shares into which a 06  Note  is
convertible  will not be adjusted for the accretion of  principal
or for accrued interest.

  The  net  proceeds from the offering of approximately  $164,000
were used to retire outstanding senior long-term debt principally
outstanding  under  the 1999 Credit Facility.  This  created  the
capacity   under  the  1999  Credit  Facility  to   finance   the
acquisition of Isis Pharma in the second quarter. (See Note 4.)

Long-term debt consists of the following:

                                       June 30,   December 31,
                                         1999         1998
  Senior debt:
     U.S. Dollar Denominated:
      1999 Revolving Credit Facility  $190,000        -
         (6.5 - 6.6%)
      Prior Revolving Credit                       $180,000
  Facility
         (6.6 - 7.0%)                       -
       A/S Eksportfinans                    -        7,200
           Industrial    Development
  Revenue
        Bonds:
         Baltimore County, Maryland
            (7.25%)                      3,930       4,565
            (6.875%)                     1,200       1,200
         Lincoln County, NC              4,500       4,500
       Other, U.S.                         232         504

  Denominated in Other Currencies:
       Mortgage notes payable (NOK)     40,208      42,224
       Bank and agency development
         loans (NOK)                     7,094       7,991
       Other, foreign                       17          53
     Total senior debt                 247,181     248,237

  Subordinated debt:
     5.75% Convertible Subordinated
       Notes due 2005                  125,000     125,000
     5.75% Convertible Subordinated
        Note  due  2005 - Industrier    67,850      67,850
  Note
     3% Convertible Senior
       Subordinated Note due 2006
       (6.875% yield, including
       interest accretion              170,512            -

     Total subordinated debt           363,362     192,850

       Total long-term debt            610,543     441,087
       Less, current maturities          9,258      12,053
                                       $601,285   $429,034

4.    Business Acquisitions

Cox:

  On  May  7, 1998, the Company's IPD 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  a  total  purchase  price  including  direct  costs  of  the
acquisition  of  approximately  $198,000.  Cox's  operations  are
included  in IPD and are located primarily in the United  Kingdom
with  distribution  operations located  in  Scandinavia  and  the
Netherlands.  Cox  is a generic pharmaceutical  manufacturer  and
marketer  of tablets, capsules, suppositories, liquids, ointments
and creams.

  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  are
included  in  the  Company's  consolidated  financial  statements
beginning  on the acquisition date, May 7, 1998. The  Company  is
amortizing the acquired goodwill (approximately $160,000) over 35
years using the straight line method.

Jumer:

  On  April  16,  1999,  the Company's IPD acquired  the  generic
pharmaceutical  business  Jumer  Laboratories  SARL  and  related
companies  of  the Cherqui group ("Jumer") in Paris,  France  for
approximately  $26.4 million, which includes  the  assumption  of
debt  which  was  repaid subsequent to closing.  The  acquisition
consisted of products, trademarks and registrations.

  The  acquisition  was  accounted for  in  accordance  with  the
purchase  method.  The  preliminary  fair  value  of  the  assets
acquired  and  liabilities assumed and  the  results  of  Jumer's
operations  is  included in the Company's consolidated  financial
statements beginning on the acquisition date, April 16, 1999. The
Company is amortizing the acquired intangibles and goodwill based
on preliminary estimates of lives generally over an average of 15
years using the straight line method.

Isis:

  On June 18, 1999, the Company's IPD acquired all of the capital
stock of Isis Pharma GmbH and its subsidiary, Isis Puren ("Isis")
from  Schwarz Pharma AG for approximately $153 million  in  cash,
and a further purchase price adjustment equal to any increase (or
decrease) in the net assets of Isis from January 1, 1999  to  the
date   of  acquisition.  Isis  operates  a  generic  and  branded
pharmaceutical business in Germany. The acquisition consisted  of
personnel  (approximately 200 employees; 140 of whom are  in  the
sales  force) and product registrations and trademarks. No plant,
property or manufacturing equipment were part of the acquisition.

  The  Company financed the $153 million purchase price under its
1999  Credit  Facility.  On  June 2,  1999,  the  Company  repaid
borrowings  under  the 1999 Credit Facility  with  a  substantial
portion  of the proceeds from the issuance of the 06 Notes.  Such
repayment created the capacity under the 1999 Credit Facility  to
incur the borrowings used to finance the acquisition of Isis.

  The  acquisition  was  accounted for  in  accordance  with  the
purchase  method.  The  preliminary  fair  value  of  the  assets
acquired  and  liabilities  assumed  and  the  results  of   Isis
operations  are included in the Company's consolidated  financial
statements  beginning on June 15, 1999. The Company is amortizing
the  acquired  intangibles  and  goodwill  based  on  preliminary
estimates  of  lives  over an average of approximately  18  years
using the straight line method.

Proforma Information:

  The  following  pro forma information on results of  operations
assumes the purchase of all businesses discussed above as if  the
companies had combined at the beginning of each period presented:

                          Proforma             Proforma
                     Three Months Ended    Six Months Ended
                          June 30,             June 30,
                      1999      1998*       1999     1998*
     Revenue          $179,300  $174,600    $353,700  $346,700
     Net income         $8,100    $7,100     $14,700   $12,500
     Basic EPS           $0.29     $0.28       $0.54     $0.49
     Diluted EPS         $0.29     $0.28       $0.53     $0.49

*   Excludes   actual  non-recurring  charges  related   to   the
acquisition of Cox of $3,130 after tax or $0.12 per share.

  These  unaudited  pro  forma results  have  been  prepared  for
comparative  purposes  only and include restated  amounts,  where
appropriate   and   certain  adjustments,  such   as   additional
amortization  expense  as  a result of acquired  intangibles  and
goodwill  and an increased interest expense on acquisition  debt.
They do not purport to be indicative of the results of operations
that  actually would have resulted had the acquisitions  occurred
at  the beginning of each respective period, or of future results
of operations of the consolidated entities.

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:

                        Three Months Ended  Six Months Ended
     (Shares in
     thousands)         June 30,  June 30,  June 30,  June 30,
                          1999     1998      1999      1998
     Average shares
     outstanding-         27,503    25,384   27,379     25,367
     basic
     Stock options          353       174      380        171
     Warrants                 -       235        -        219
     Convertible debt         -         -        -          -
     Average shares
     outstanding-        27,856    25,793  27,759      25,757
     diluted

  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 not included in the computation of
diluted EPS because the calculation of the assumed conversion was
antidilutive for all periods presented. In addition the 06 Notes,
convertible into 5,294,301 shares of common stock at  $32.11  per
share,  were also not included in the computation of diluted  EPS
because   the   calculation  of  the   assumed   conversion   was
antidilutive for all periods presented.

The  numerator for the calculation of both basic and  diluted  is
restated net income for all periods presented.


6.   Supplemental Data

                              Three Months   Six Months Ended
                                 Ended
                              June    June     June     June
                              30,      30,      30,     30,
                              1999    1998     1999     1998
     Other income
     (expense), net:
         Interest income    $  258   $  188   $  444  $  268
         Foreign exchange
          losses, net          29    (280)    (268)   (488)
         Amortization of
          debt costs        (367)    (218)    (657)   (293)
         Litigation
          settlement            -        -    1,000       -
         Income from joint
          venture carried
          at equity           348        -     648        -
         Gain (loss) on
          sale of assets     (56)      681    (56)      681
         Other, net          (234)      12    (190)      14
                             $(22)    $383    $921     $182

                                        Six Months Ended
                                      June 30,    June 30,
                                        1999        1998

      Supplemental cash flow
      information:

      Cash paid for interest (net of
       amount capitalized)           $ 13,226    $   9,710
      Cash paid for income taxes
       (net of refunds)              $  7,660    $   3,043

      Detail of Businesses Acquired:
          Fair value of assets       $213,087    $ 230,740
          Liabilities                  38,558       33,229
          Cash paid                   174,529      197,511
          Less cash acquired              903          467
          Net cash paid for
           acquisitions              $173,626    $ 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  requires  foreign   currency
translation  adjustments to be included  in  other  comprehensive
income  (loss).  Total comprehensive income  (loss)  amounted  to
approximately $(1,883) and $1,974 for the three months ended June
30,  1999  and  1998,  respectively. Total  comprehensive  income
(loss) amounted to approximately $(8,992) and $1,792 for the  six
months  ended  June  30, 1999 and 1998. The  only  components  of
accumulated other comprehensive income (loss) for the Company are
foreign currency translation adjustments.

8.    Contingent Liabilities and Litigation

  The Company is one of multiple defendants in 72 lawsuits (after
the  dismissal  in  the second quarter of  1999  of  8  lawsuits)
alleging  personal injuries and seven class actions  for  medical
monitoring  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 have
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. The Company has received  a  partial
reimbursement  of litigation costs from one of the manufacturer's
carriers.  The  plaintiff in 34 of these lawsuits has  agreed  to
dismiss the Company without prejudice but such dismissals must be
approved   by   the  Court.  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  had  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.

  Bacitracin  zinc,  one of the Company's feed additive  products
has  been  banned  from  sale in the European  Union  (the  "EU")
effective  July  1,  1999.  The Company's  request  for  a  court
injunction to prevent the imposition of the ban was rejected. The
Company is continuing to actively pursue other initiatives, based
on  scientific evidence available for the product, to  limit  the
effects  of this ban although an assurance of success  cannot  be
given.  In  addition,  certain  other  countries,  not  presently
material  to  the Company's sales of bacitracin zinc have  either
followed  the  EU's  ban  or  are considering  such  action.  The
existing  governmental actions negatively  impact  the  Company's
business but are not material to the Company's financial position
or  results  of operations. However, an expansion of the  ban  to
further  countries  where  the  Company  has  material  sales  of
bacitracin  based  products could be material  to  the  financial
condition and 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
consolidated financial position or results of operations  of  the
Company.

9.    Business Segment Information

  The   Company's  reportable  segments  are  five  decentralized
divisions  (i.e. International Pharmaceuticals Division  ("IPD"),
Fine  Chemicals  Division ("FCD"), U.S. Pharmaceuticals  Division
("USPD"),  Animal  Health  Division ("AHD")  and  Aquatic  Animal
Health  Division  ("AAHD"). Each division  has  a  president  and
operates  in  distinct business and/or geographic  area.  Segment
data   includes  immaterial  intersegment  revenues   which   are
eliminated in the consolidated accounts.

  The  operations of each segment are evaluated based on earnings
before  interest and taxes. Corporate expenses and certain  other
expenses or income not directly attributable to the segments  are
not allocated.

                             Three Months Ended June 30,
                       1999       1998       1999        1998
                           Revenues                Income

      IPD           $68,055      $47,095     $7,565       $ 420
      USPD          42,315       39,122      2,322        1,621
      FCD           16,019       13,612      6,192        4,847
      AHD           33,481 (1)   38,633      8,500 (1)    8,648
      AAHD           2,522        2,293      (920)         (309)
      Unallocated
      and             (175)      (1,242)   (3,264)       (3,508)
      eliminations
                    $162,217 (1) $139,513

      Interest
        expense                            (8,857)       (6,489)
          Pretax                          $11,538 (1)   $5,230
            income
                             Six Months Ended June 30,
                       1999       1998         1999       1998
                           Revenues                Income

      IPD           $128,200    $82,457     $13,022      $2,400
      USPD            81,751     76,163       4,443       2,341
      FCD             31,452     25,893      11,946       8,438
      AHD             73,142(1)  77,580      17,466(1)   16,933
      AAHD             4,634        6,011   (1,840)       (312)
      Unallocated
      and
                     (1,013)    (2,029)     (5,762)     (4,872)
      eliminations
                    $318,166(1)  $266,075

      Interest                              (16,323)    (10,979)
      expense
        Pretax                              $22,952 (1)  $13,949
         income
(1) Restated

  At December 31, 1998 IPD identifiable assets were $379,217. Due
primarily  to the acquisitions of Jumer and Isis the identifiable
assets of IPD at June 30, 1999 are approximately $579,000.

10.    Strategic Alliances

Joint Venture:

  In  January 1999, the AHD contributed the distribution business
of  its  Wade  Jones Company ("WJ") into a partnership  with  G&M
Animal   Health  Distributors  and  T&H  Distributors.   The   WJ
distribution  business  which was  merged  had  annual  sales  of
approximately  $30,000 and assets (primarily accounts  receivable
and  inventory) of less than $10,000. The Company owns 50% of the
new  entity,  WYNCO LLC ("WYNCO"). The Company accounts  for  its
interest in WYNCO under the equity method.

  WYNCO  is a regional distributor of animal health products  and
services primarily to integrated poultry and swine producers  and
independent  dealers  operating in the  Central  South  West  and
Eastern  regions  of the U.S. WYNCO is the exclusive  distributor
for  the  Company's  animal  health products.  Manufacturing  and
premixing operations at WJ remain part of the Company.

Ascent Loan Agreement and Option:

  On  February 4, 1999, the Company entered into a loan agreement
with  Ascent Pediatrics, Inc. ("Ascent") under which the  Company
may provide up to $40,000 in loans to Ascent to be evidenced by 7
1/2%  convertible subordinated notes due 2005.  Pursuant  to  the
loan agreement, up to $12,000 of the proceeds of the loans can be
used  for  general corporate purposes, with $28,000  of  proceeds
reserved for projects and acquisitions intended to enhance growth
of  Ascent. All potential loans are subject to Ascent  meeting  a
number  of terms and conditions at the time of each loan.  As  of
June  30,  1999, the Company had advanced $4,000 to Ascent  under
the  agreement.  Subsequently, the  Company  advanced  $1,500  to
Ascent in July 1999.

  In  addition,  Ascent  and the Company  have  entered  into  an
agreement under which the Company will have the option during the
first  half of 2002 to acquire all of the then outstanding shares
of Ascent for cash at a price to be determined by a formula based
on Ascent's operating income.

  The  above  transactions were approved by Ascent's stockholders
in July of 1999.

11.    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"
(SFAS  133). SFAS 133, as amended in 1999, is effective  for  all
fiscal quarters of all fiscal years beginning after June 15, 2000
(January  1,  2001 for the Company). SFAS 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.

  SFAS  133  is  not expected to have a material  impact  on  the
Company's consolidated results of operations, financial  position
or cash flows.

12.    Subsequent Events

  In  July  1999,  the Company made the decision  to  rationalize
Aquatic   Animal  Health  production  capacity  by  closing   its
Bellevue,  Washington plant and severing all  21  employees.  The
plant  is  expected to be closed and all employees terminated  by
the end of 1999.

  The  plant  closing will require a charge for severance,  lease
costs  and  other  exit activities in the third quarter  of  1999
(presently  estimated at between $2,000 and $3,000 pre-tax).  The
closing plan and charge will be finalized by the end of the third
quarter of 1999.

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

(All 1999 amounts have been restated as appropriate. See Note  1B
to the Consolidated Condensed Financial Statements.)

Overview

  Operations in the first six months of 1999 improved relative to
the comparable period in 1998. During the 1999 period a number of
transactions occurred, including:

- In  January, the Company contributed the distribution  business
  of  our  Wade  Jones subsidiary into a joint venture  with  two
  similar  third-party distribution businesses. The  new  entity,
  WYNCO,  which  is  a  regional  distributor  of  animal  health
  products in the Central South West and Eastern regions  of  the
  U.S., is 50% owned by Alpharma.

- In  January, the Company replaced its revolving credit facility
  and  existing  domestic short term credit lines with  a  $300.0
  million   syndicated  facility  which  provides  for  increased
  borrowing capacity.

- In  February,  USPD  entered  into  an  agreement  with  Ascent
  Pediatrics,  Inc., a branded pediatric pharmaceutical  company,
  under which USPD may provide up to $40 million in loans subject
  to Ascent meeting agreed terms and conditions. In addition, the
  Company  will have the option to acquire Ascent in 2002  for  a
  price  based  on Ascent's operating income. These  transactions
  were  approved by Ascent's stockholders in July  of  1999.  See
  "Financial Condition" below for additional information.

- In   April,  the  Company's  IPD  purchased  a  French  generic
  pharmaceutical  business  for approximately  $26.4  million  in
  cash.

- In  June,  the Company issued $170.0 million initial  principal
  amount of 3% Convertible Senior Subordinated Notes due in 2006.

- In  June,  the Company's IPD acquired the Isis Pharma Group,  a
  German generic pharmaceutical business for approximately $153.0
  million in cash.


     Results of Operations - Six Months Ended June 30, 1999

  Total revenue increased $52.1 million (19.6%) in the six months
ended  June 30, 1999 compared to 1998. Operating income  in  1999
was  $38.4  million,  an increase of $13.6 million,  compared  to
1998.  Net  income  was $14.6 million ($.52  per  share  diluted)
compared  to  $7.7  million ($.30 per  share  diluted)  in  1998.
Results for 1998 include non-recurring charges resulting from the
Cox  acquisition which reduced income by $3.1 million  ($.12  per
share).

  Revenues  increased  in the Human Pharmaceuticals  business  by
$56.9  million  and were $5.8 million lower in the Animal  Health
business.  Currency translation of international sales into  U.S.
dollars  was not a major factor in the increases or decreases  of
any business segment.

  Changes  in  revenue and major components of  change  for  each
division in the six month period ended June 30, 1999 compared  to
June 30, 1998 are as follows:

  Revenues in IPD increased by $45.7 million due primarily to the
acquisitions  in 1998 and 1999 ($40.8 million aggregate  increase
due  mainly  to  the  Cox acquisition). The introduction  of  new
products  and  limited  pricing improvements  which  were  offset
partially  by  lower volume in certain markets  account  for  the
balance  of the IPD increase. Revenues in FCD increased  by  $5.6
million  due  mainly  to  volume  increases  in  vancomycin   and
amphotericin. USPD revenues increased $5.6 million due to  volume
increases in existing and new products and revenue from licensing
activities  offset partially by lower net pricing.  AHD  revenues
decreased $4.4 million due to increased volume in the poultry and
cattle markets being offset entirely by sales previously recorded
by  Wade Jones company now being recorded by WYNCO, the Company's
joint  venture  distribution company. (i.e. WYNCO  joint  venture
revenues  are  not  included in the Company's consolidated  sales
effective in January 1999 when the joint venture commenced.) AAHD
sales  were  $1.4 million lower due to market developments  which
resulted in lower vaccine volume in the Norwegian salmon market.

  On  a  consolidated basis, gross profit increased $28.6 million
and  the gross margin percent increased to 44.4% in 1999 compared
to  42.3%  in 1998. Gross profit in 1998 was reduced  by  a  $1.3
million charge related to the acquisition of Cox.

  A  major  portion  of  the  dollar increase  in  the  Company's
consolidated  gross profits was recorded in IPD and results  from
the   1998  and  1999  acquisitions  (particularly  Cox).   Other
increases  are attributable to higher volume, manufacturing  cost
reductions and yield efficiencies primarily in FCD and  sales  of
new products and licensing activities in IPD and USPD.

  Partially offsetting increases were volume decreases in certain
IPD  markets, lower vaccine sales by AAHD and lower  net  pricing
primarily in USPD.

  Operating  expenses  increased $15.0  million  and  represented
32.3% of revenues in 1999 compared to 33.0% in 1998. A portion of
the  increase  is attributable to the 1998 and 1999  acquisitions
which  include operating expenses and amortization of  intangible
assets  acquired.  Other  increases  included  professional   and
consulting  fees  for  litigation and administrative  actions  to
attempt  to  reverse the European Union ban on  bacitracin  zinc,
consulting  expenses for information technology and acquisitions,
and   annual   increases  in  compensation  including   incentive
programs. Operating expenses in 1998 include a write off  of  in-
process  research and development of $2.1 million and $.2 million
for severance related to the Cox acquisition.

  Operating income increased $13.6 million (55.0%). IPD accounted
for  $10.6 million of the increase primarily due to 1998 and 1999
acquisitions, the absence of 1998 acquisition charges related  to
Cox,  price increases and new product sales. Increased  operating
income  was recorded by FCD due to increased volume, by USPD  due
to   higher  volume  and  licensing  activities  net  of  pricing
reductions and to a lesser extent AHD due primarily to  increased
volume.  Increases in certain operating expenses and  lower  AAHD
income  due  to  market developments offset  increased  operating
income to some extent.

  Interest  expense  increased  in  1999  by  $5.3  million   due
primarily to debt incurred to finance the acquisitions of Cox and
other 1998 and 1999 acquisitions.

  Other,  net  was  $.9 million income in 1999  compared  to  $.2
million  income  in  1998.  Other, net in  1999  includes  patent
litigation  settlement income of $1.0 million and  equity  income
from  the WYNCO joint venture of $.6 million. 1998 included gains
on property sales of $.7 million.

    Results of Operations -  Three Months Ended June 30, 1999

  Total  revenue  increased $22.7 million (16.3%)  in  the  three
months ended June 30, 1999 compared to 1998. Operating income  in
1999 was $20.4 million, an increase of $9.1 million, compared  to
1998.  Net  income  was  $7.4 million ($.26  per  share  diluted)
compared  to  $2.3  million ($.09 per  share  diluted)  in  1998.
Results for 1998 include non-recurring charges resulting from the
Cox  acquisition which reduced income by $3.1 million  ($.12  per
share).

  Revenues  increased  in the Human Pharmaceuticals  business  by
$26.6  million and declined by $4.9 million in the Animal  Health
business.  Currency translation of international sales into  U.S.
dollars  was not a major factor in the increases or decreases  of
any business segment.

  Changes  in  revenue and major components of  change  for  each
division  in the three month period ended June 30, 1999  compared
to June 30, 1998 are as follows:

  Revenues in IPD increased by $21.0 million due primarily to the
acquisitions  in  1998 and 1999 ($15.5 million primarily  due  to
Cox),  the  introduction  of  new  products  and  selected  price
increases.  Revenues in FCD increased by $2.4 million due  mainly
to volume increases in vancomycin and amphotericin. USPD revenues
increased  $3.2 million due to volume increases in  existing  and
new   products  and  revenue  from  licensing  activities  offset
partially  by  lower  net  pricing. AHD revenues  decreased  $5.2
million  due  to sales previously recorded by Wade Jones  company
now   being  recorded  by  Wynco,  the  company's  joint  venture
distribution company. (i.e. Wynco joint venture revenues are  not
included in the Company's consolidated sales effective in January
1999   when  the  joint  venture  commenced.)  AAHD  sales   were
approximately  the  same in a seasonally slow second  quarter  of
both years.

  On  a  consolidated basis, gross profit increased $14.0 million
and  the gross margin percent increased to 45.1% in 1999 compared
to  42.4%  in  1998.  The second quarter of 1998  was  negatively
effected  by  the  $1.3  million  charge  related  to   the   Cox
acquisition and the gross margin percent without the charges  was
43.3%.

  A  major portion of the increase in dollars was recorded by IPD
and  is  mainly  attributable to the 1998 and  1999  acquisitions
(primarily  Cox).  Other  increases are  attributable  to  higher
volume,  manufacturing cost reductions and yield efficiencies  in
USPD  and  FCD and sales of new products and licensing activities
in IPD and USPD.

  Partially offsetting increases were volume decreases in certain
IPD markets, and lower net pricing primarily in USPD.

  Operating expenses increased $4.9 million and represented 32.5%
of  revenues  in  1999 compared to 34.3% in  1998.  The  increase
results mainly from operating expenses including amortization  of
intangible assets related to 1998 and 1999 acquisitions.  Charges
for  in-process R&D and severance related to the Cox  acquisition
of $2.3 million are included in the 1998 amounts.

  Operating income increased $9.1 million. On a comparable  basis
without the charge in the second quarter of 1998 related  to  Cox
operating  income increased $6.1 million (41.1%).  Not  including
the  Cox charges IPD operating income increased $3.5 million  due
to  1998 and 1999 acquisitions, increased pricing and new product
sales.  Increases  were recorded by USPD due to volume  increases
exceeding price declines and by FCD due to increased volume.  AHD
operating  income was substantially the same and  AAHD  operating
income declined due to unfavorable market developments.

  Interest  expense  increased  in  1999  by  $2.4  million   due
primarily to debt incurred to finance the acquisition of Cox  and
other 1998 and 1999 acquisitions.

Taxes

  The  effective  tax  rate for the three and  six  months  ended
June 30, 1999 was 36.1% and 36.6% compared to 55.9% and 44.7%  in
the comparable periods in 1998. The primary reason for the higher
rate  in  1998 was the charge related to the acquisition  of  Cox
included  a  $2.1  million  expense for in-process  research  and
development which is not tax benefited.

Management Actions

  The  dynamic  nature of our business gives rise, from  time  to
time,   to  additional  opportunities  to  rationalize  personnel
functions    and   operations   to   increase   efficiency    and
profitability.   Management  is  continuously   reviewing   these
opportunities and may take actions in the future which  could  be
material  to  the results of operations in the quarter  they  are
announced.

  In  this  regard, the AAHD in July 1999 concluded  a  study  of
production  capacity  and recommended that  the  AAHD's  Bellevue
Washington  facility be closed by the end of 1999.  The  proposal
was  approved  by executive management and 21 affected  employees
were  informed in July 1999. The action will require  charges  in
the  third  quarter of 1999 for severance, lease costs and  other
exit activities. The plan will be finalized in the third quarter.
The  charges are presently estimated to be in a range of $2.0  to
$3.0 million before tax.
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
June 30, 1999 as follows:

Information Systems and Hardware

                                       Quarter
                    Approximate range  forecasted for
        Phase       of completion      substantial
                                       completion

        1             100%             Completed
        2             100%             Completed
        3           90 - 100%          3rd Quarter 1999
        4           80 - 95%           3rd Quarter 1999

Embedded Factory Systems

                                       Quarter
                    Approximate range  forecasted for
        Phase       of completion      substantial
                                       completion

        1             100%             Completed
        2             100%             Completed
        3           75 -100%           3rd Quarter 1999
        4           75 -100%           3rd Quarter 1999

Third Party Relationships

                                       Quarter forecasted
                    Approximate range  for substantial
        Phase       of completion      completion

        1           100% (a)           Completed (a)
        2           90 - 100% (a)      3rd Quarter 1999(a)
        3           85 - 90%(a)(b)     3rd Quarter 1999(a,b)
        4           75 - 85%(a)(b)     3rd Quarter 1999(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  $2.5  and  $3.0  million   of   which
approximately  $2.0  million 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 had previously identified the following significant
reasonably possible Y2K problems:

  - Possible  problem: 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.

  - Possible problem: the failure to properly interface caused by
    noncompliance  of  significant customer  operated  electronic
    ordering systems.

  - Possible  problem: the shutdown or malfunctioning of  Company
    manufacturing equipment.

  Since  these possible problems were initially identified,  risk
remediation progress has, in the opinion of the Company,  reduced
the likelihood of these Y2K risks:

  - Sole  source  suppliers: substantially all major sole  source
    suppliers  were certified by Company inspection or have  self
    certified as Y2K compliant as of June 30, 1999.

  - E-Commerce  risk:  the Company has been advised  by  a  third
    party  engaged  to review this area that it is Y2K  compliant
    with respect to E-Commerce as of June 30, 1999.

  - Shutdown  of  manufacturing  equipment:  plants  were  tested
    during  vacation  shutdowns and no significant  Y2K  problems
    were identified as a result of the testing.

  Based  on the assessment and remediation efforts to date, which
are substantially complete, 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 June 30, 1999 was $167.7 million compared to
$165.0  million at December 31, 1998. The current ratio was  1.87
to  1  at June 30, 1999 compared to 1.97 to 1 at year end.  Long-
term  debt  to stockholders' equity was 2.23:1 at June  30,  1999
compared to 1.61:1 at December 31, 1998.

  The  change in the Company's long-term debt to equity ratio was
primarily  the  result  of the issuance of $170  million  initial
principal amount of 3% Convertible Senior Subordinated  Notes  in
the  second quarter of 1999 to reduce revolving credit  debt  and
thereby create sufficient financing capacity to purchase the Isis
Pharma  Group,  a  German  generic pharmaceutical  business,  for
approximately $153.0 million.

  All  balance  sheet  captions decreased as  of  June  30,  1999
compared  to  December  1998 in U.S. Dollars  as  the  functional
currencies  of the Company's principal foreign subsidiaries,  the
Norwegian  Krone,  Danish  Krone and British  Pound,  depreciated
versus the U.S. Dollar in the six months of 1999 by approximately
3%,   13%  and  5%,  respectively.  In  addition,  the  Company's
operations in Brazil were negatively affected due to the  decline
of  its  currency  versus  the U.S. Dollar.  These  decreases  in
balance  sheet captions impact to some degree the above mentioned
ratios.  The approximate decrease due to currency translation  of
selected   captions  was:  accounts  receivable   $5.0   million,
inventories  $4.2 million, accounts payable and accrued  expenses
$4.0  million, and total stockholders' equity $23.6 million.  The
$23.6   million  decrease  in  stockholder's  equity   represents
accumulated  other comprehensive loss for the  six  months  ended
June  30,  1999  resulting  from the strengthening  of  the  U.S.
dollar.

  In  February 1999, the Company's USPD entered into an agreement
with  Ascent  Pediatrics, Inc. ("Ascent") under  which  USPD  may
provide up to $40 million in loans to Ascent to be evidenced by 7
1/2%  convertible subordinated notes due 2005. Up to $12  million
of  the  proceeds  of  the loans can be  used  only  for  general
corporate  purposes,  with $28 million of proceeds  reserved  for
approved projects and acquisitions intended to enhance growth  of
Ascent.  All  potential loans are subject  to  Ascent  meeting  a
number  of  terms and conditions at the time of  each  loan.  The
exact  timing  and/or  ultimate amount of loans  to  be  provided
cannot  be predicted. As of July 30, 1999, $5.5 million has  been
advanced  and in the third and fourth quarters of 1999 additional
amounts  are expected to be requested. The outstanding  loan  and
future  loans  to Ascent are subject to a risk of collectibility.
Ascent has incurred operating losses since its inception. For the
first six months of 1999 Ascent reported revenues of $3.6 million
and  a net loss of $7.2 million. An important element of Ascent's
business  plan contemplated the late 1999 commercial introduction
of  two  pediatric  pharmaceutical  products  which  require  FDA
approval.

Ascent  has stated in its Form 10-Q Report for the quarter  ended
June  30,  1999  that,  in  August  1999,  it  received  a  major
deficiency letter from the FDA with regard to its application for
one  of  these approvals which will delay commercial introduction
of  the  relevant  drug; possibly significantly beyond  the  time
originally anticipated.

  As  a  result  of this delay in drug introduction,  Ascent  has
informed  the  Company that, without any further action,  it  now
forecasts  that its accumulated losses will exceed  the  combined
sum  of its stockholders' equity and indebtedness subordinate  to
the  Company's  loans  during the first half  of  2000.  However,
Ascent,  one  of  its  major stockholders  and  the  Company  are
discussing  actions  intended to mitigate  the  effect  of  these
delays.  The Company is required to recognize losses, up  to  the
amount  of its loans, to the extent Ascent has accumulated losses
in  excess  of  its  stockholders' equity  and  the  indebtedness
subordinate  to  the  Company's loans.  The  Company  is  further
required  to  assess the general collectability of its  loans  to
Ascent  and make any appropriate reserves. The Company can  limit
further loans to Ascent in certain circumstances.

  In  addition, the Company has signed a technology  license  and
option  agreement  and  asset purchase agreement  for  an  animal
health product which will require up to a $20 million expenditure
in  1999  subject to fulfillment of all conditions  necessary  to
closing.  Additional amounts will be required in future years  if
the product is successfully licensed in a number of markets.

  At  June  30, 1999, the Company had $22.5 million in  cash  and
approximately  $93.0 million available under  existing  lines  of
credit.  In  January 1999, the Company replaced its prior  $180.0
million  revolving credit facility and domestic short term  lines
of  credit  with a $300.0 million credit facility.  In  addition,
European  short term credit lines were set at $30.0 million.  The
credit facility provides for a $100.0 million six-year term  loan
and  a  $200.0 million revolving credit facility with an  initial
five-year term with two possible one-year extensions. The  credit
facility  has several financial covenants, including an  interest
coverage  ratio, total debt to EBITDA ratio, and equity to  asset
ratio. Interest on borrowings under the facility is at LIBOR plus
a  margin of between .875% and 1.6625% depending on the ratio  of
total  debt  to EBITDA. Such margins can be higher based  on  the
equity to asset ratio and, as described below, are currently .75%
higher.  We  believe that the combination of cash from operations
and  funds  available  under existing lines  of  credit  will  be
sufficient  to  cover our currently planned operating  needs  and
firm commitments in 1999.

  The  Company  expects to continue its pursuit of  complementary
acquisitions  or  alliances, both in  human  pharmaceuticals  and
animal   health  that  can  provide  new  products   and   market
opportunities as well as leverage existing assets.  In  order  to
accomplish   any   individually   significant   acquisition    or
combination  of  acquisitions, the Company will  need  to  obtain
additional  financing  in the form of equity  related  securities
and/or  borrowings.  Any significant new borrowings  require  the
Company  meet  the  debt covenants included in  the  1999  Credit
Facility. In this regard, the Company's acquisition of  the  Isis
Group resulted in an equity to total asset ratio at June 30, 1999
of  24.4%.  The  ratio falling below 25% requires  a  prospective
increase  in  the  interest rate margin on debt  under  the  1999
Credit  Agreement of .75% and requires the Company to  achieve  a
minimum  25%  ratio  within six months. A  failure  to  meet  the
minimum  ratio by December 18, 1999 would constitute an event  of
default  under the 1999 Credit Facility and could have a material
adverse effect on the Company.

  The  ratio  can  be  improved  above  the  25%  requirement  by
decreasing  total assets and/or increasing equity.  In  fact,  at
June 30, 1999 in the aggregate either a $6.5 million increase  in
equity  or a $26.1 million decrease in assets would have resulted
in  a  25%  ratio. However, based on current operating plans  and
growth  objectives it is likely that assets will be increased  in
the  next  six  months and currently forecasted income  will  not
increase equity at a sufficient rate to meet the ratio because of
the  increase  in  assets. Additionally, equity is  increased  or
decreased  by currency movements which can increase  or  decrease
the  ratio. For example, had the actual currency rates as of July
31,  1999  been  applied to June 30, 1999 accounts,  the  Company
would  have met the 25% ratio. The Company is considering various
options, including a possible equity offering, to meet the  ratio
and  is filing a shelf registration statement with the Securities
and Exchange Commission for such purpose. The Company believes it
will be successful in reaching the required 25% ratio.
____________

Statements   made   in  this  Form  10Q/A,  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, 1998.
PART II.    OTHER INFORMATION

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

(a)    Alpharma Inc. annual meeting was held on June 10, 1999.

(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     15,898,939      92,604
         Peter G. Tombros     15,899,713      91,830
         Erik Hornnaess       15,899,711      91,832

         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
         0yvin A. Br0ymer     9,500,000         0

(c)  An  Amendment to Article IV of the Company's Certificate  of
Incorporation, was approved by a vote of:

                 For                 24,826,804
                 Against                587,459
                 Abstain                 77,280
                 No Vote                      0

(d) An Amendment to the Company's Non-Employee Stock Option Plan,
as amended, was approved by a vote of:

                 For                 21,847,041
                 Against              3,616,560
                 Abstain                 27,942
                 No Vote                      0

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

  3.1    Certificate  of  Amendment to the Amended  and  Restated
    Certificate  of  Incorporation of the Company effective  July
    22, 1999. *

  10.1    The  Company's  Non-Employee  Stock  Option  Plan,   as
          amended through June, 1999.*

  10.2    Supplemental Agreement dated as of July 1, 1999 by  and
          among  Ascent,  Alpharma  USPD  Inc.  and  the  Company
          relating  to     the various agreements  between  these
          parties  filed  as Exhibits to the Company's  Form  8-K
          dated February 23, 1999.*

  27   Financial Data Schedule (Electronic filing only).

* Previously filed with original Form 10-Q.

(b)    Reports on Form 8-K

  On  June 16, 1999, the Company filed a report on Form 8-K dated
June 2, 1999 reporting Item 5. "Other Events". The event reported
was  the  issuance of Convertible Senior Subordinated  Notes  due
2006.

  On  July 2, 1999, the Company filed a report on Form 8-K  dated
June  18,  1999 reporting Item 2. "Acquisition or Disposition  of
Assets".  The  event  reported was the  acquisition  of  all  the
capital stock of Isis Pharma GmbH and its subsidiary, Isis  Puren
("Isis"). The financial statements of Isis and required pro forma
financials were not available at that time.

                           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: December 4, 2000          /s/ Jeffrey E. Smith
                                    Jeffrey E. Smith
                                    Vice President, Finance and
                                    Chief Financial Officer