|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FORM 10-Q/A
Amendment No. 1                                                                                                                                                                                                                                                                                                                       
|Quarterly Report Pursuant to Section 13 or 15 (d) of 
the Securities Exchange Act of 1934                                                                                                                                                                                                                                                         
|For quarter ended
June 30, 2004                                                                                                                                                                                                                                                                                                                   
|Alpharma Inc.
(Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                              
|Delaware
(State of Incorporation)                                                                                                                                                                                                                                                                                                                 
|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                                                                                                                                                                                                                                                                                                                                          
|Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                                                                             
|YES    X                                                                                                                                                                                                                                                                                                                                          
|Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of July 22, 2004:                                                                                                                                                                                                                                
|Class A Common Stock, $.20 par value -- 40,602,332 shares
Class B Common Stock, $.20 par value -- 11,872,897 shares                                                                                                                                                                                                                               





PART II.  OTHER INFORMATION



EXPLANATORY NOTE



This Form 10-Q/A of Alpharma Inc. (the "Company") is being filed solely to amend Item 6 in Part II of the Form 10-Q of the Company for the quarter ended June 30, 2004 to refile copies of Exhibits 10.1 and 10.2 thereto containing information that previously had been redacted. As noted below, such exhibits are subject to a request for confidential treatment with the Securities and Exchange Commission (the "Commission") with respect to the information omitted therefrom. No other modifications to the original Form 10-Q are being made with this amendment; therefore, this amendment only contains Part II, Item 6, the newly redacted copies of Exhibits 10.1 and 10.2 and new certifications of the Chief Executive Officer and Chief Financial Officer of the Company required by Rule 12b-15 under the Exchange Act. This Form 10-Q/A should be read in conjunction with the Company's subsequent filings with the Commission.

Item 6.   Exhibits and Reports on Form 8-K

(a)      Exhibits



|10.1 | Amended and Restated Supply Agreement between Plantex USA, Inc. and Purepac Pharmaceutical Co., dated April 26, 2004 is filed as an Exhibit to this Report.*      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|10.2 | Selective Waiver Agreement by and between Alpharma Inc. and Teva Pharmaceutical Industries Ltd., dated April 26, 2004.*                                           
|     |                                                                                                                                                                   
|10.3 | Amendment No. 4 to the Credit Agreement, dated as of April 19, 2004, among the Company, Bank of America and other lenders is filed as an Exhibit to this Report.**
|     |                                                                                                                                                                   
|10.4 | Amendment No. 5 to Bank Credit Agreement, dated as of August 3, 2004, among the Company, Bank of America and other lenders is filed as an Exhibit to the Report.**
|     |                                                                                                                                                                   
|31.0 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as an Exhibit to this Report.                                                  
|     |                                                                                                                                                                   
|32.0 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are filed as an Exhibit to this Report.                                                  



*  Portions of this Exhibit have been omitted pursuant to a request for confidential treatment.

** Previously filed with original Form 10Q for quarter ended June 30, 2004.

(b)       Reports on Form 8-K

A current report on Form 8-K was furnished to the SEC on May 6, 2004, in connection with the Company's intention to restate its consolidated financial statements for the quarters ended March 31, June 30 and September 30, 2003 and for the year ended December 31, 2003.



A current report on Form 8-K was furnished to the SEC on May 7, 2004, in connection with the Company's announcement of its financial results for the first quarter ended March 31, 2004.





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.

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|---------------------- | -----------------------------------------------------------------------------------------
|                       | Alpharma Inc.(Registrant)                                                                
|                       |                                                                                          
|                       |                                                                                          
|                       |                                                                                          
|Date: January 12, 2005 | /s/ Matthew Farrell 
Matthew Farrell
Executive Vice President and
Chief Financial Officer
|Date: January 12, 2005 | /s/ Jeffrey S. Campbell
Jeffrey S. Campbell
Vice President and Controller