Page 2 of 29




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


                            FORM 10-Q


      Quarterly Report Pursuant To Section 13 or 15 (d) of
               the Securities Exchange Act of 1934


For quarter ended                  Commission file number 1-8593
June 30, 1999

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

          Delaware                       22-2095212
    (State  of  Incorporation)   (I.R.S. Employer  Identification
No.)

       One Executive Drive, Fort Lee, New Jersey    07024
        (Address of principal executive offices)   zip code

                         (201) 947-7774
      (Registrant's Telephone Number Including Area Code)

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15 (d) of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file such reports), and (2) has been subject to such requirements
for the past 90 days.


                   YES    X         NO

      Indicate  the number of shares outstanding of each  of  the
Registrant's classes of common stock as of July 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 and December 31, 1998                        3

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

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

     Notes to Consolidated Condensed Financial
      Statements                                               6-16


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                   17-26

PART II.  OTHER INFORMATION

   Item 4.       Submission of Matters to a Vote
            of Security Holders                            27

  Item   6.  Exhibits   and   reports on Form 8-K          28

 Signatures                                                29

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

                                            June 30,   December 31,
                                               1999            1998
___ ASSETS
Current assets:
  Cash and cash equivalents             $   22,516    $ 14,414
  Accounts receivable, net                 172,470     169,744
  Inventories                              152,917     138,318
  Prepaid expenses and other                13,067      13,008
     Total current assets                  360,970     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                  $1,107,991     $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          7,972      10,784
     Total current liabilities             192,655     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                                 (31,522)     (7,943)
   Retained earnings                        69,369      56,649
   Treasury stock, at cost                 (6,184)      (6,184)
     Total stockholders' equity            270,851     267,279

          Total liabilities and
           stockholders' equity         $1,107,991    $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       1998        1999            1998

Total revenue               $163,839    $139,513     $320,598   $266,075
   Cost of sales               90,028     80,351      178,395    153,496
Gross profit                  73,811      59,162      142,203    112,579
   Selling, general and
     administrative expenses  52,743      47,826      102,814     87,833

Operating income              21,068      11,336       39,389     24,746

   Interest expense          (8,857)     (6,489)     (16,323)   (10,979)
   Other, net                   (22)         383          921        182
Income before provision
 for income taxes             12,189       5,230       23,987     13,949
   Provision for income
      taxes                    4,417       2,925        8,779      6,242
Net  income                 $  7,772     $ 2,305    $  15,208    $ 7,707


Earnings per common share:

  Basic                     $   0.28     $  0.09     $   0.56   $   0.30
  Diluted                   $   0.28     $  0.09    $   0.55   $   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
Operating Activities:
  Net income                                        $ 15,208  $  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                     8,628   14,216
     (Increase) in inventory                          (18,314)   (3,788)
     (Decrease) in accounts payable,
       accrued expenses and taxes payable              (3,560)   (3,198)
     Other, net                                        1,259         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 credit        4,020    (12,074)
  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.

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   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.

2.   Inventories

     Inventories consist of the following:

                                   June 30,    December 31,
                                     1999          1998

     Finished product             $88,965       $ 68,834
     Work-in-process               27,951         25,751
     Raw materials                 36,001         43,733
                                 $152,917       $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
24.5%.    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 Facility                   $180,000
       (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           7,094         7,991
(NOK)
  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 Note      67,850         67,850
    3% Convertible Senior Subordinated
       Notes 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                 $180,900  $174,600  $356,100  $346,700
Net income              $8,500     $7,100   $15,300   $12,500
Basic EPS                $0.31      $0.28     $0.56     $0.49
Diluted EPS              $0.30      $0.28     $0.55     $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 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:

(Shares in thousands)   Three Months Ended   Six Months Ended
                        June 30,  June 30,  June 30,  June 30,
                          1999      1998      1999      1998

Average shares
outstanding - basic     27,503     25,384    27,379    25,367
Stock options              353        174       380       171
Warrants                 -            235     -           219
Convertible debt         6,744        -        -          -
Average shares
outstanding - diluted   34,600     25,793    27,759    25,757

      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 included in the computation
of  diluted  EPS for the three months ended June  30,  1999.  The
calculation  of the assumed conversion was antidilutive  for  all
other  periods  presented. In addition the 06 Notes,  convertible
into  5,294,301 shares of common stock at $32.11 per share,  were
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  net  income for all periods presented except the three months
ended June 30, 1999. A reconciliation of net income for basic  to
diluted is as follows:

                              Three Months     Six Months Ended
                                  Ended
                              June     June      June     June
                              30,       30,      30,      30,
                              1999     1998      1999     1998

Net income - basic          $7,772    $2,305   $15,208  $7,707
Adjustments under if -
  converted method, net of   1,870      -        -         -
tax
Adjusted net income -       $9,642    $2,305   $15,208  $7,707
diluted



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,       29    (280)    (268)    (488)
net
 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     June
                              30,       30,
                              1999     1998
Supplemental cash flow
information:

Cash paid for interest (net
of                          $13,226   $9,710
 amount capitalized)
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  $(1,505)  and $1,974 for the  three  months  ended
June  30, 1999 and 1998, respectively. Total comprehensive income
(loss) amounted to approximately $(8,371) 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                35,103       38,633       9,151       8,648
AAHD                2,522        2,293       (920)        (309)
Unallocated and
 eliminations        (175)     (1,242)     (3,264)      (3,508)
                  $163,839    $139,513
Interest expense                            (8,857)     (6,489)
  Pretax income                            $ 12,189    $ 5,230


                            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                75,574       77,580      18,501       16,933
AAHD                4,634        6,011     (1,840)         (312)
Unallocated and
 eliminations      (1,013)     (2,029)     (5,762)       (4,872)
                  $320,598    $266,075
Interest expense                           (16,323)     (10,979)
  Pretax income                            $ 23,987    $ 13,949


      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

Overview

     Operations in the first six months of 1999 improved relative
to  the  comparable  period  in 1998 and  included  a  number  of
significant  transactions which we believe  will  enhance  future
flexibility and growth. Such transactions include:

     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 comprehensive 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.

     In  April,  the  Company's IPD purchased  a  French  generic
     pharmaceutical  business. The cash required to  acquire  the
     business  and  repay existing loans was approximately  $26.4
     million.

     In June, the Company issued $170.0 million 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. The cash required to
     acquire the business was approximately $153.0 million.

Results of Operations - Six Months Ended June 30, 1999

      Total  revenue increased $54.5 million (20.5%) in  the  six
months ended June 30, 1999 compared to 1998. Operating income  in
1999 was $39.4 million, an increase of $14.6 million, compared to
1998.  Net  income  was $15.2 million ($.55  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 $3.4 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 $2.0 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  $29.6
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 increase in dollars 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 in  AHD  and
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
32.1% 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  $14.6  million  (59.2%).  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, positive pricing and new product sales. Increased
operating  income was recorded by AHD due primarily to  increased
volume, by USPD due to higher volume and licensing activities net
of  pricing  reductions,  and by FCD  due  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 $24.3 million (17.4%) in the  three
months ended June 30, 1999 compared to 1998. Operating income  in
1999 was $21.1 million, an increase of $9.7 million, compared  to
1998.  Net  income  was  $7.8 million ($.28  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 $3.3 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  $3.5
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.) AHD revenues  in  core
product  lines  increased  in  volume  partially  offsetting  the
reduction  due  to the establishment of the joint  venture.  AAHD
sales  were  approximately the same in a seasonally  slow  second
quarter of both years.

      On  a  consolidated  basis, gross  profit  increased  $14.6
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,  AHD  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
32.2% 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 $9.7 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 AHD due  primarily
to  increased  volume, by USPD due to volume increases  exceeding
price declines and by FCD due to increased volume. 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 36.2% 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 forecasted
                    Approximate range    for substantial
Phase               of completion        completion

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


Embedded Factory Systems

                                         Quarter forecasted
                    Approximate range    for substantial
Phase               of completion        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 $168.3 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 2.22:1  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  3%
Convertible  Senior Subordinated Notes in the second  quarter  of
1999  to provide the financing 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. The decreases do 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 for general
corporate  purposes,  with $28 million 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. The exact  timing
and/or  ultimate  amount  of  loans  to  be  provided  cannot  be
predicted  with certainly. 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 advanced. The  outstanding
loan  and future loans to Ascent are subject to a normal risk  of
collectibility.  In  addition, the Company  may  be  required  to
recognize  losses to the extent Ascent has accumulated losses  in
excess  of  its stockholders' equity and indebtedness subordinate
to  our  loan. The Company can limit 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 may 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 introduced 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 with
a  margin of between .875% and 1.6625% depending on the ratio  of
total debt to EBITDA and margins can increase based on the equity
to  asset  ratio. 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, it is likely that 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, which provide for varying interest rates  based
on the ratio of total debt to EBITDA and equity to total assets.

      In this regard, the Company's acquisition of the Isis Group
resulted  in an equity to total asset ratio at June 30,  1999  of
24.5%.  The  ratio  falling  below  25%  requires  a  prospective
increase in the margin on debt outstanding under the 1999  Credit
Agreement  of .75% and requires the Company to achieve a  minimum
25% ratio within six months.

      The ratio can be improved by decreasing total assets and/or
increasing  equity. In fact, at June 30, 1999  in  the  aggregate
either  a  $6.3  million increase in equity or  a  $25.0  million
decrease  in assets would have resulted in a 25% ratio. 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 all options, including  a  possible
equity offering, to meet the ratio. The Company believes it  will
be successful in reaching the required 25% ratio.
___________

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, 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
     Oyvin A. Broymer              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


(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:  August  9, 1999       /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer