Execution Copy
                              4
c:\mydocs\corp\empl\ander1.doc
                    Employment Agreement
                              
     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into effective this 7th  day of  April 1997 by and
between ALPHARMA US INC., a Delaware corporation (the
"Company"), and Bruce I. Andrews (the "Executive").

     NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     1.     Employment.

     (a) The Company hereby agrees to employ Executive, and
     Executive accepts such employment with the Company,
     upon the terms and conditions set forth in this
     Agreement effective May 1st, 1997.  Executive shall
     serve as the  "President, Animal Health Division" and
     shall report directly to the Chief Executive Officer
     ("CEO") of Alpharma Inc. ("Alpharma").  Executive shall
     also be appointed a member of the Alpharma  Operating
     Committee.  Executive shall have such responsibilities,
     duties and authority as directed by the CEO.
          
     (b) The Executive shall be an employee at will.  During
     Executive's employment with the Company, Executive
     shall devote his best efforts and his full business
     time and attention to the business and affairs of
     Alpharma's Animal Health  Division.
     
     2.   Place of Performance.  In connection with the
     Executive's employment by the Company, the Executive
     shall be based at the Company's Fort Lee, New Jersey
     offices.
     
     3.  Compensation and Benefits.
     
     (a) Executive' salary shall be $275,000 per annum for
     calendar year 1997 which salary shall be payable in
     regular installments in accordance with the Company's
     general payroll practices.  Such salary shall be
     reviewed annually and changes made shall be effective
     each January 1 beginning in 1998.
     
     (b) In addition to the salary set forth above,
     Executive shall be eligible to be considered for a cash
     bonus for each full calendar year Executive is employed
     by the Company. For 1997 the amount payable will be pro-
     rated to reflect actual service for the year.    The
     amount of the bonus shall be targeted at 30% of
     Executive's base salary and with an opportunity to earn
     45% of base salary. The criteria for determining the
     amount of the bonus, if any, shall be established by
     agreed upon financial and management objectives as set
     forth in writing and delivered to Executive at the
     beginning of each calendar year; provided that for the
     1997 calendar year such criteria shall be established,
     set forth in a writing and delivered to the Executive
     within 60 days following the full execution of this
     Agreement.
     
     (c) Executive shall also be entitled to participate in
     the benefit programs for which employees of the Company
     are generally eligible, including medical, dental,
     prescription, life insurance, disability, 401k and
     stock option and stock  purchase plans, in accordance
     with the terms and rules of such plans.    Executive
     shall also be entitled to participate in the Alpharma
     Non-Contributory Retirement Income Plan for Salaried
     Employees as well as the Alpharma Supplemental Pension
     Plan.
     
     (d) Executive shall receive a  taxable cash automobile
     allowance per Company policy, (which is currently
     $15,500p.a.).  In addition, the Company shall reimburse
     Executive for auto insurance and up to $2000 in
     maintenance costs per year.
     
     (e)  Executive shall receive a taxable annual $3000
       allowance for tax and/or financial planning and tax return
       preparation.
     
     (f)  Executive shall be entitled to four weeks vacation.
     
     4.  Termination.
     
     (a) Executive acknowledges and agrees that his
     employment is at will.  If Executive's services are
     terminated because of a change in top management, or
     for any other reason other than (i) as set forth in
     subsection (b) of this Section 4, or (ii) cause,
     provided Executive signs the Company's standard
     release, he will be paid twelve month's base salary
     with fringe benefits in a manner best suited for the
     Company.  In the event Executive does not have another
     position after the twelve month period immediately
     following the date of  termination, the Company will
     pay Executive's base salary with fringe benefits until
     he takes another position for up to an additional six
     months thereafter.
     
     (b) If Executive's employment is terminated because of
     the Company or  Alpharma's Animal Health  Division
     being acquired,  provided Executive signs the Company's
     standard release, he will be paid eighteen months base
     salary with fringe benefits in a manner best suited for
     the Company.  In the event Executive does not have
     another  position after the eighteen month period
     immediately following the date of  termination, the
     Company will pay Executive's base salary with fringe
     benefits until he takes another position for up to an
     additional six months thereafter.
     
     (c) If Executive's employment is terminated by the
     Company for cause, as a result of Executive's
     resignation or as a result of Executive's death or
     permanent disability, Executive shall be entitled to
     receive only his salary and benefits through the
     termination date.
     
     5.  Compliance with Company Policy and Nondisclosure.
     The Executive agrees that during the period of his
     employment hereunder he will comply with Alpharma and
     Company policies, including without limitation, the
     Alpharma Business Conduct Guidelines, and shall
     execute, before his first day of employment, the
     Company's standard non-disclosure and assignment of
     invention agreement.
     
     6.  Miscellaneous.  No provisions of this Agreement may
     be modified, waived or discharged unless such waiver,
     modification or discharge is agreed to in writing
     signed by the Executive and such officer of the Company
     as may be specifically designated by the Board.  No
     waiver by either party hereto at any time of any breach
     by the other party hereto of, or compliance with, any
     condition or provision of this Agreement to be
     performed by such other party shall be deemed a waiver
     of similar or dissimilar provisions or conditions at
     the same or at any prior or subsequent time.  The
     validity, interpretation, construction and performance
     of this Agreement shall be governed by the laws of the
     State of Delaware without regard to its conflicts of
     law principles.
     
     7.  Validity.  The invalidity or unenforceability of
     any provision of this Agreement shall not affect the
     validity or enforceability of any other provision of
     this Agreement, which shall remain in full force and
     effect.
     
     8.  Counterparts.  This Agreement may be executed in
     one or more counterparts, each of which shall be deemed
     to be an original but all of which together will
     constitute one and the same instrument.
     
                * * * * * * * * * * * * * * *
     
     IN WITNESS WHEREOF, the parties have executed this
Agreement on the date and year first above written.
     
     ALPHARMA U.S INC.
     
     By:_________________________
     Name:
     Title:

     BRUCE I. ANDREWS

     ____________________________