Page 35 of 35
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM 10-Q/A

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

For quarter ended         Commission file number 1-8593
September 30, 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 October 25, 1999.

     Class A Common Stock, $.20 par value - 18,089,649 shares;
     Class B Common Stock, $.20 par value - 9,500,000 shares

                          ALPHARMA INC.
                              INDEX

                                                       Page No.
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements


Consolidated Condensed Balance Sheet as of
September 30, 1999 (restated) and December 31,
1998                                                      3


Consolidated Statement of Income for the
Three and Nine Months Ended September 30,
1999 (restated) and 1998                                  4


Consolidated Condensed Statement of Cash
Flows for the Nine Months Ended September 30,
1999 (restated) and 1998                                  5

Notes to Consolidated Condensed Financial
Statements                                              6-20


Item 2. Management's Discussion and Analysis
        of Financial Condition and Results of
        Operations                                     21-32

Item 3. Quantitative and Qualitative Disclosures         33
        about Market Risk

PART II.  OTHER INFORMATION

     Item 1.  Legal proceedings                           34

     Item 5.  Other Information                           34

     Item 6.  Exhibits and reports on Form 8-K            34-35

     Signatures                                           35

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

                                    September 30,
                                        1999        December 31,
                                      (Restated)       1998
ASSETS
Current assets:
  Cash and cash equivalents           $ 23,305       $ 14,414
  Accounts receivable, net             187,563        169,744
  Inventories                          159,005        138,318
  Prepaid expenses and other            12,983         13,008
      Total current assets             382,856        335,484

Property, plant and equipment, net     246,244        244,132
Intangible assets, net                 502,120        315,709
Other assets and deferred charges       38,210         13,611

      Total assets                  $1,169,430       $908,936

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt  $   4,211        $ 12,053
  Short-term debt                       27,700         41,921
  Accounts payable and accrued
      liabilities                      138,985        105,679
  Accrued and deferred income taxes      9,780         10,784
      Total current liabilities        180,676        170,437

  Long-term debt:
   Senior                              282,622        236,184
   Convertible subordinated notes,
   including $67,850 to related
   party                               365,009        192,850
  Deferred income taxes                 31,880         31,846
  Other non-current liabilities         12,206         10,340

Stockholders' equity:
  Class A Common Stock                   3,673          3,551
  Class B Common Stock                   1,900          1,900
  Additional paid-in-capital           235,079        219,306
  Accumulated other comprehensive
      loss                            (15,293)        (7,943)
  Retained earnings                     77,862        56,649
  Treasury stock, at cost              (6,184)        (6,184)
      Total stockholders' equity       297,037       267,279
         Total liabilities and
           stockholders' equity     $1,169,430       $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   Nine Months Ended
                               September 30,      September
30,

                             1999                   1999
                          (Restated)    1998     (Restated)   1998

Total revenue               $199,829  $164,337    $517,995 $430,412

  Cost of sales              106,972    97,642     283,970  251,138

Gross profit                  92,857    66,695     234,025  179,274

  Selling, general and
   administrative expenses    64,664    46,801     167,478  134,634

Operating income              28,193    19,894      66,547   44,640

  Interest expense           (11,257)   (7,454)    (27,580) (18,433)

   Other income (expense), net (673)    (377)      248        (195)

Income before provision for
 income taxes                 16,263    12,063      39,215   26,012

   Provision for income taxes  5,890     4,512      14,276   10,754

Net income                    $10,373  $  7,551   $ 24,939 $ 15,258

Earnings per common share:

  Basic                      $   .38   $   .30     $   .91  $   .60
  Diluted                    $   .35   $   .28     $   .88  $   .59

Dividends per common share   $  .045   $  .045     $  .135  $  .135


           The accompanying notes are an integral part
       of the consolidated condensed financial statements.

                 ALPHARMA INC. AND SUBSIDIARIES
         CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                    (In thousands of dollars)
                           (Unaudited)
                                           Nine Months Ended
                                             September 30,
                                             1999
                                           Restated       1998
Operating Activities:
 Net income                               $ 24,939    $15,258
 Adjustments to reconcile net
  income to net cash provided
  by operating activities:
  Depreciation and amortization            35,952      27,250
  Purchased in-process research & development  --       2,081
  Interest accretion on long-term debt      2,159           -
 Changes in assets and liabilities,
  net of effects from business
  acquisitions:
     (Increase) in accounts receivable    (2,671)     (3,699)
     (Increase)decrease in inventories   (16,938)       2,299
     Increase in accounts payable, accrued
      expenses and taxes payable            2,551       3,094
     Other, net                             2,929       5,964
      Net cash provided by
        operating activities               48,921      52,247

Investing Activities:
 Capital expenditures                    (23,332)    (20,347)
 Loans to Ascent Pediatrics               (7,000)        -
 Purchase of businesses, net of
    cash acquired                        (203,408)   (197,044)
    Net cash used in investing
      activities                         (233,740)   (217,391)

Financing Activities:
 Dividends paid                           (3,726)     (3,433)
 Proceeds from sale of convertible
  subordinated notes                      170,000     192,850
 Proceeds from senior long-term debt      317,000     187,522
 Reduction of senior long-term debt     (279,619)   (182,494)
 Net repayments under lines of credit    (15,609)    (22,649)
 Payments for debt issuance costs         (8,757)     (4,175)
 Proceeds from issuance of common stock    14,264       2,682
     Net cash provided by
      financing activities                193,553     170,303

Exchange Rate Changes:
 Effect of exchange rate changes
   on cash                                  (965)        498
 Income tax effect of exchange rate
   changes on intercompany advances         1,122       (801)
     Net cash flows from exchange
          rate changes                        157       (303)
Increase in cash                            8,891       4,856
Cash and cash equivalents at
 beginning of year                         14,414      10,997
Cash and cash equivalents at
 end of period                           $ 23,305     $15,853

           The accompanying notes are an integral part
       of the consolidated condensed financial statements.

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   nine  month  periods  ended  September  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  September  30,  1999  and
statements  of income for the three and nine month periods  ended
September 30, 1999 follows:

                                       September 30, 1999
                                   Reported         Restated
ASSETS:
 Accounts receivable, net         $192,921          $187,563
 Inventories                       155,958           159,005
 Other current assets               36,288            36,288
     Current assets                385,167           382,856

 Non current assets                786,574           786,574

          Total assets          $1,171,741        $1,169,430

LIABILITIES AND EQUITY:
 Current liabilities              $181,615          $180,676
 Long-term debt                    647,631           647,631
 Deferred taxes and other           44,086            44,086
 Cumulative translation adj.      (15,453)          (15,293)
 Stockholders' equity              313,862           312,330

          Total liabilities &
             equity             $1,171,741        $1,169,430


                      Three Months Ended     Nine Months Ended
                      September 30, 1999    September 30, 1999
                    Reported     Restated   Reported   Restated

Total revenue       $203,131    $199,829   $523,729    $517,995
Cost of sales       108,838     106,972    287,233     283,970
Gross profit         94,293      92,857    236,496     234,025
Selling, general &
  administrative
  expenses            64,664      64,664     167,478    167,478
Operating income     29,629      28,193     69,018      66,547
Interest expense    (11,257)    (11,257)   (27,580)    (27,580)
Other, net             (673)       (673)       248         248
Income before
  provision for
  income taxes       17,699      16,263     41,686      39,215
Provision for
  income taxes        6,436       5,890     15,215      14,276
Net income          $ 11,263    $ 10,373   $ 26,471    $ 24,939
Earnings per
  common share:
     Basic            $0.41       $0.38      $0.96       $0.91
     Diluted          $0.38       $0.35      $0.93       $0.88


2.   Inventories

          Inventories consist of the following:

                               September 30,   December 31,
                                     1999         1998

     Finished product            $ 91,151       $ 68,834
     Work-in-process               28,446         25,751
     Raw materials                 39,408         43,733
                                 $159,005       $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 total 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% required an increase  in  the
margin  on  debt outstanding under the 1999 Credit  Agreement  of
 .75%  (2.25%  aggregate margin) beginning  August  18,  1999  and
required  the Company to achieve a minimum 25% ratio by  December
18,  1999. The equity to total asset ratio at September 30,  1999
was 25.4% . The margin increase will be rescinded effective on or
about November 2, 1999.

    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  06  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:
                                       September 30,    December 31
                                                1999           1998
Senior debt:
 U.S. Dollar Denominated:
  1999 Revolving Credit Facility            $230,000              -
   (7.6 - 8.0%)
  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                          4,000          4,500
  Other, U.S.                                    202            504

 Denominated in Other Currencies:
  Mortgage notes payable (NOK)                40,413         42,224
  Bank and agency development loans (NOK)      7,074          7,991
  Other, foreign                                  14             53
 Total senior debt                           286,833        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          172,159              -

 Total subordinated debt                     365,009        192,850

  Total long-term debt                       651,842        441,087
  Less, current maturities                     4,211         12,053
                                            $647,631       $429,034

4.   Business Acquisitions

    All  acquisitions  discussed  below  are  accounted  for   in
accordance with the purchase method.

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  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  $26,400,  which includes the  assumption  of  debt
which was repaid subsequent to closing. The acquisition consisted
of products, trademarks and registrations.

    The  preliminary  fair  value  of  the  assets  acquired  and
liabilities  assumed  and the results of Jumer's  operations  are
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:

    Effective  June 15, 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 $153,000
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 $153,000 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  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 16 years  using  the
straight line method.

I.D. Russell:

     On  September  2,  1999,  the  Company's  AHD  acquired  the
business  of  I.D.  Russell  Company  Laboratories  ("IDR")   for
approximately $22,000 in cash. IDR is a US manufacturer of animal
health  products primarily soluble antibiotics and vitamins.  The
acquisition  consisted  of  working  capital,  an  FDA   approved
manufacturing   facility  in  Colorado,  product   registrations,
trademarks and 35 employees.

     The  preliminary  fair  value  of  the  assets  acquired  is
included  in  the  Company's  consolidated  financial  statements
beginning on the acquisition date. The Company will allocate  the
purchase  price  to  the  manufacturing facility  and  identified
intangibles. The balance of the purchase price has been allocated
to  intangible  assets  and  goodwill  which  will  generally  be
amortized over 15 years.

Southern Cross:

     On  September  23,  1999,  the Company's  AHD  acquired  the
business of Southern Cross Biotech, Pty. Ltd. ("Southern  Cross")
and   the   exclusive   worldwide  license   for   REPORCIN   for
approximately  $14,000 in cash. Southern Cross is  an  Australian
manufacturer  and  marketer of REPORCIN. REPORCIN  is  a  product
which  is  used  to  aid in the production of leaner  swine.  The
purchase  price  included the rights to the  countries  in  which
REPORCIN has already received regulatory approval and the  assets
of  Southern  Cross.  Under the terms of  the  license  agreement
additional cash payments will be made as regulatory approvals are
obtained   and   licenses  granted  in  other  countries.   Total
additional  payments will approximate $65,000 if all 13  possible
country approvals are received over the next 4-6 years.

     The  preliminary  fair  value of  the  assets  acquired  and
liabilities assumed and the results of Southern Cross' operations
are  included in the Company's consolidated financial  statements
beginning on the acquisition date. 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.

Proforma Information:

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

                            Proforma             Proforma
                        Three Months Ended  Nine Months Ended
                         September 30,        September 30,
                           1999     1998      1999      1998*

Revenue                 $203,000  $189,700  $565,900  $543,300
Net income               $10,700    $7,300   $25,200   $18,100
Basic EPS                  $0.39     $0.29     $0.92     $0.71
Diluted EPS                $0.36     $0.28     $0.89     $0.70

*   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:

(Shares in thousands)  Three Months Ended    Nine Months Ended
                        Sept. 30,Sept. 30, Sept. 30, Sept. 30,
                         1999      1998       1999      1998
Average shares
outstanding - basic     27,555     25,437     27,439    25,391
Stock options              393        244        375       194
Warrants                    --        552         --       359
Convertible notes        6,744      6,744      6,744         -
Average shares
outstanding - diluted   34,692     32,977     34,558    25,944

     The  amount  of  dilution attributable to the stock  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  notes issued in March 1998,  convertible  into
6,744,481  shares  of  common stock at  $28.59  per  share,  were
included  in the computation of diluted EPS for the three  months
ended  September 30, 1999 and 1998 and for the nine months  ended
September 30, 1999. The calculation of the assumed conversion was
antidilutive for the nine months ended September 30, 1998.

     In   addition,  the  06  Notes  issued  in  June  1999   and
convertible into 5,294,301 shares of common stock at  $32.11  per
share,  were not included in the computation of diluted  EPS  for
the three months ended September 30, 1999 and for the nine months
ended   September  30,  1999.  The  calculation  of  the  assumed
conversion was antidilutive.

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

    A reconciliation of restated net income used for basic to
diluted EPS is as follows:

                      Three Months Ended     Nine Months Ended
                     Sept. 30,  Sept. 30,  Sept. 30,   Sept. 30,
                        1999       1998       1999       1998

Net income - basic   $10,373    $7,551     $24,939     $15,258
Adjustment under
 the if-converted
 method, net of tax    1,855      1,812      5,565        -
Adjusted net income
 diluted             $12,228    $9,363     $30,504     $15,258


6.   Supplemental Data

                            Three Months Ended  Nine Months Ended
                            Sept 30, Sept 30,  Sept 30, Sept 30,
                                1999     1998    1999     1998
Other income (expense), net:
 Interest income                $260     $322    $704    $ 590
 Foreign exchange losses, net  (622)    (567)   (890)  (1,055)
 Amortization of debt costs    (498)    (798) (1,155)  (1,091)
 Litigation settlement             -      670   1,000      670
 Income from joint venture
   carried at equity             286        -     934        -
 Gain (loss) on sale of
   assets, net                  (38)     (62)    (94)      619
 Other, net                     (61)       58   (251)       72
                              $(673)   $(377)   $ 248   $(195)


                                     Nine Months Ended
                                  Sept 30,      Sept 30,
                                    1999          1998
Supplemental cash flow
information:
Cash paid for interest (net of
 amount capitalized)     $19,986                   $14,310
Cash paid for income taxes
 (net of refunds) $9,018           $3,640

Detail of businesses acquired:
  Fair value of assets          $252,810          $230,740
  Liabilities                     43,482            33,229
  Cash paid                      209,328           197,511
  Less cash acquired               5,920               467
  Net cash paid for
   acquisitions                 $203,408          $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   amounted   to
approximately  $26,581  and $19,548 for the  three  months  ended
September  30,  1999 and 1998, respectively. Total  comprehensive
income amounted to approximately $17,589 and $21,340 for the nine
months ended September 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  28  lawsuits
(after the dismissal in the second and third quarters of 1999  of
47  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.  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.  (Also  see
Management's Discussion and Analysis - Risk Factors).

     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  and  return  on   capital
employed  ("ROCE"). Corporate expenses and certain other expenses
or  income  not  directly attributable to the  segments  are  not
allocated.

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

IPD                $84,057      $52,254      $11,716      $2,687
USPD                59,421       52,085        7,555       5,449
FCD                 15,331       12,005        5,773       3,795
AHD                 37,362 (1)   41,787        8,106 (1)   9,496
AAHD                 5,383        7,528        (211)       3,189
Unallocated and
 eliminations      (1,725)      (1,322)      (5,419)     (5,099)
                 $199,829 (1)  $164,337
Interest expense                            (11,257)     (7,454)
             Pretax income                  $16,263 (1)  $12,063

                            Nine Months Ended September 30,
                      1999       1998         1999        1998
                          Revenues                        Income

 IPD              $212,257     $134,711      $24,738     $5,087
 USPD              141,172      128,248       11,998      7,790
 FCD                46,783       37,898       17,719     12,233
 AHD               110,504 (1)  119,367       25,572 (1) 26,429
 AAHD               10,017       13,539      (2,051)      2,877
Unallocated and
 eliminations      (2,738)      (3,351)     (11,181)     (9,971)
                 $517,995(1)   $430,412
Interest expense                            (27,580)    (18,433)
             Pretax income                  $39,215(1)  $26,012


(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  September   30,   1999   are
approximately $585,000.

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 the 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 September 30, 1999, the Company
had advanced $7,000 to Ascent under the agreement.

     In  addition,  Ascent and the Company have entered  into  an
amended  agreement under which the Company will have  the  option
during  the  first  half  of 2003 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 during its 2002
fiscal year. The amended agreement which extended the option from
2002 to 2003 and altered the formula period from 2001 to 2002  is
subject   to  approval  by  Ascent's  stockholders.   (Also   see
Management's Discussion and Analysis - Financial Condition).

11.   Management Actions

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

     In  July  the  Company informed all employees  the  facility
would  be closed or sold and all employees would be severed.  The
severance terms were explained and approximately $575 was accrued
in  the  third quarter. As of September 30, 1999 the Company  was
considering  various  sales  options  in  lieu  of  closing   the
facility.  The fourth quarter of 1999 is expected  to  include  a
charge which will vary depending on whether the plant is sold  or
closed.  If the plant is closed the charge is presently estimated
to be between $1,500 and $2,500 pre-tax.

12.   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.


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  nine  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  its  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 $40.0  million  in  loans
  subject  to  Ascent  meeting agreed terms  and  conditions.  In
  addition,  the  Company will have the option to acquire  Ascent
  in  2003  for  a price based on Ascent's operating income.  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 2006.

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

- In  September  the Company's AHD acquired the business  of  the
  I.D.  Russell  Company, a privately held US-based  manufacturer
  of  animal health products, for approximately $22.0 million  in
  cash.

- In  September,  the  Company's AHD  acquired  the  business  of
  Southern  Cross  Biotech, an Australian animal health  company,
  and  a  technology license for approximately $14.0  million  in
  cash.


Results of Operations - Nine Months Ended September 30, 1999

     Total  revenue increased $87.6 million (20.3%) in  the  nine
months  ended  September  30, 1999 compared  to  1998.  Operating
income  in 1999 was $66.5 million, an increase of $21.9  million,
compared  to 1998. Net income was $24.9 million ($.88  per  share
diluted)  compared to $15.3 million ($.59 per share  diluted)  in
1998.  Results  for 1998 include non-recurring charges  resulting
from the Cox acquisition which reduced net income by $3.1 million
($.12 per share).

     Revenues increased in the Human Pharmaceuticals business  by
$99.4  million and were $12.4 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  nine  month period ended  September  30,  1999
compared to September 30, 1998 are as follows:

     Revenues in IPD increased by $77.5 million due primarily  to
the  acquisitions  in  1998  and 1999  ($62.7  million  aggregate
increase  due  mainly  to  the Cox and  Isis  acquisitions).  The
introduction  of  new  products and price  increases  which  were
offset  partially by lower volume in certain markets account  for
the  balance of the IPD increase. Cox revenues grew in 1999  from
higher  volume and pricing due in large part to favorable  market
conditions  which  may  not  continue  in  2000.  USPD   revenues
increased  $12.9 million due to volume increases in existing  and
new   products  and  revenue  from  licensing  activities  offset
partially by lower net pricing. Revenues in FCD increased by $8.9
million  due mainly to volume increases in vancomycin, bacitracin
and  amphotericin.  AHD revenues decreased $8.9  million  due  to
increased  volume  in the poultry and cattle markets  being  more
than  offset  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  $3.5
million  lower due to increased competition and an  inability  to
supply certain products from the Bellevue, Washington facility.

     On  a  consolidated  basis,  gross  profit  increased  $54.8
million  and the gross margin percent increased to 45.2% in  1999
compared to 41.7% in 1998. Gross profit in 1998 was reduced by  a
$1.3 million charge related to the acquisition of Cox (or .3%).

     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 and Isis). Other
increases  are attributable to higher volume, manufacturing  cost
reductions  and  yield  efficiencies 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 $32.8 million and  represented
32.3%  of  revenues in 1999 compared to 31.3% in  1998.  A  major
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,
severance expenses 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  $21.9  million  (49.1%).   IPD
accounted for $19.7 million of the increase primarily due to 1998
and  1999  acquisitions (especially Cox due to  favorable  market
developments), the absence of 1998 acquisition charges related to
Cox,  price increases and new product sales. Increased  operating
income  was  recorded by USPD due to higher volume and  licensing
activities net of pricing reductions and by FCD due to  increased
volume   mainly   in  vancomycin,  bacitracin  and  amphotericin.
Increases  in  certain  operating expenses  and  lower  operating
income in AHD and AAHD offset increased operating income to  some
extent.

     Interest  expense  increased in 1999  by  $9.1  million  due
primarily  to debt incurred to finance the acquisitions  of  Cox,
Isis and other 1998 and 1999 acquisitions.

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

Results of Operations - Three Months Ended September 30, 1999

     Total revenue increased $35.5 million (21.6%) in the three
months ended September 30, 1999 compared to 1998. Operating
income in 1999 was $28.2 million, an increase of $8.3 million,
compared to 1998. Net income was $10.4 million ($.35 per share
diluted) compared to $7.6 million ($.28 per share diluted) in
1998.

     Revenues increased in the Human Pharmaceuticals business  by
$42.5  million and declined by $6.6 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  September  30,  1999
compared to September 30, 1998 are as follows:

     Revenues in IPD increased by $31.8 million due primarily  to
the  acquisitions in 1999 ($21.9 million primarily due to  Isis),
the  introduction of new products and selected price  and  volume
increases for Cox as a result of favorable market conditions that
may  not  continue in 2000. USPD revenues increased $7.3  million
due  to volume increases in existing and new products and revenue
from  licensing activities offset partially by lower net pricing.
Revenues  in FCD increased by $3.3 million due mainly  to  volume
increases  in vancomycin, bacitracin and polymyxin. AHD  revenues
decreased $4.4 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 from
I.D.  Russell, acquired in September 1999, partially  offset  the
reduction  due  to the establishment of the joint  venture.  AAHD
sales were $2.1 million lower due to increased competition and an
inabililty   to  supply  certain  products  from  the   Bellevue,
Washington facility.

     On  a  consolidated  basis,  gross  profit  increased  $26.2
million  and the gross margin percent increased to 46.5% in  1999
compared to 40.6% in 1998.

     A  major portion of the increase in dollars was recorded  by
IPD   and   is  mainly  attributable  to  the  1999  acquisitions
(primarily  Isis) and selected price increases.  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 USPD. Partially offsetting increases
were  volume decreases in certain IPD markets, lower net  pricing
primarily in USPD and declines in AHD due mainly to gross profits
related  to  sales previously reported by Wade  Jones  now  being
recorded by the Wynco joint venture.

     Operating  expenses increased $17.9 million and  represented
32.4% of revenues in 1999 compared to 28.5% in 1998. The increase
results   mainly   from  operating  expenses  related   to   1999
acquisitions   including  amortization  of   intangible   assets,
increased selling and marketing expenses related to higher sales,
severance expenses and increased consulting expenses.

     Operating   income  increased  $8.3  million  (41.7%).   IPD
operating income increased $9.0 million due to increased  pricing
mainly at Cox, new product sales and 1999 acquisitions. Increases
were recorded by USPD due to volume increases exceeding lower net
pricing and by FCD due to increased volume. AHD operating  income
declined  due  to higher operating expenses and operating  income
related  to  sales previously reported by Wade  Jones  now  being
recorded  by  the  Wynco  joint venture.  AAHD  operating  income
declined  due  to  decreased revenues and  charges  recorded  for
severance  at  the Bellevue, Washington facility  which  will  be
closed or sold.

     Interest  expense  increased in 1999  by  $3.8  million  due
primarily to debt incurred to finance the acquisition of Isis and
other  1999  acquisitions and to a lesser extent higher  interest
rates in 1999.

Taxes

     The  effective tax rate for the three and nine months  ended
September  30,  1999 was 36.2% and 36.4% compared  to  37.4%  and
41.3%  in the comparable periods in 1998. The primary reason  for
the   higher  rate  in  1998  was  the  charges  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 or sold by the end  of  1999.  The
proposal  was  approved by executive management and  21  affected
employees were informed in July 1999. The action required charges
in the third quarter of 1999 for severance of $.6 million.

     As  of  September  30,  1999  the  Company  was  considering
various sale options in lieu of closing the facility. The  fourth
quarter  of 1999 is expected to include a charge which will  vary
depending on whether the plant is sold or closed. If the plant is
closed  the  charge  is presently estimated to  be  between  $1.5
million and $2.5 million pre-tax.

     It  is  expected that most of the products produced  at  the
Bellevue facility will be produced in future years at the  AAHD's
Overhalla facility.


Year 2000

General

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

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

Phase 1:  Awareness/Assessment - identify, quantify and
          prioritize business and     financial risks by area.

Phase 2: Budget/Plan/Timetable - prepare a plan including costs
          and target dates to address phase 1 exposures.

Phase 3: Implementation - execute the plan prepared in phase 2.

Phase 4: Testing/Validation - test and validate  the  implemented
          plans  to  insure the Y2K exposure has been  eliminated
          or mitigated.

State of Readiness

  The  Company  summarizes its divisions' state of  readiness  at
September 30, 1999 as follows:

Information Systems and Hardware

                                         Quarter forecasted for
                    Approximate range    substantial
Phase               of completion        completion

1                   100%                 Completed
2                   100%                 Completed
3                   95 - 100%            4th Quarter 1999
4                   95 - 100%            4th Quarter 1999

Embedded Factory Systems

                    Approximate range    Quarter forecasted for
Phase               of completion        substantial completion
1                   100%                 Completed
2                   100%                 Completed
3                   95 -100%             4th Quarter 1999
4                   95 -100%             4th Quarter 1999

Third Party Relationships

                    Approximate range    Quarter forecasted for
Phase               of completion        substantial completion

1                   100% (a)             Completed (a)
2                   100% (a)             Completed (a)
3                   95 - 100% (a) (b)    4th Quarter 1999(a,b)
4                   90 - 100% (a) (b)    4th 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 $2.25 million and $2.5 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 September 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 September 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.

Risk Factors

    The Company is updating the Governmental regulation risk
factor included in the 1998 Form 10-K as follows:

    The  European Union and five non-EU countries have banned the
use  of  bacitracin zinc, a feed antibiotic growth  promoter,  in
livestock feeds effective July 1, 1999. The EU ban is based  upon
the "precautionary Principle" which states that a product may  be
withdrawn  from  the market based upon a finding of  a  potential
threat of serious or irreversible damage even if such finding  is
not   supported  by  scientific  certainty.  1998  sales  of  the
Company's  bacitracin  based products  were  approximately  $10.9
million in the EU and $1.8 million in the non-EU countries  which
have  also banned the product. The initial effort to reverse this
action  by  means of a court injunction from the Court  of  First
Instance  of  the  European  Court was  denied.  The  Company  is
continuing  its  attempts to reverse or limit this  action,  with
particular emphasis on political means. The Company believes that
strong  scientific evidence exists to refute the EU position.  In
addition, other countries are considering a similar ban.  If  the
loss  of  bacitracin zinc sales is limited to the European  Union
and  those countries that have already taken similar action,  the
Company does not anticipate a material adverse effect. If  either
(a)  other  countries more important to our sales  of  bacitracin
based  products ban these products or (b) the European Union  (or
countries  or  customers  within the  EU)  acts  to  prevent  the
importation of meat products from countries that allow the use of
bacitracin-based  products,  the  Company  could  be   materially
affected. A ban in the United States would be materially  adverse
to  the  Company. The Company cannot predict whether the  present
bacitracin zinc ban will be expanded.

Financial Condition

    Working  capital  at  September 30, 1999 was  $202.2  million
compared  to  $165.0 million at December 31,  1998.  The  current
ratio was 2.12 to 1 at September 30, 1999 compared to 1.97  to  1
at year end. Long-term debt to stockholders' equity was 2.18:1 at
September 30, 1999 compared to 1.61:1 at December 31, 1998.

    The  increases in accounts receivable and inventories  as  of
September 30, 1999, were due primarily to higher sales during the
third  quarter  of  1999  as  well as working  capital  increases
related  to  acquisitions in 1999. The change  in  the  Company's
long-term  debt to equity ratio was primarily the result  of  the
issuance  of  $170.0  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. In addition long term debt was incurred  in  the
third quarter 1999 to acquire two animal health businesses.

 All  balance sheet captions decreased as of September  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  nine  months  of   1999   by
approximately  2%, 9% and  1% , 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  $3.1
million,  inventories $2.5 million, accounts payable and  accrued
expenses  $2.0  million,  and  total  stockholders'  equity  $7.4
million.  The  $7.4  million  decrease  in  stockholder's  equity
represents  other  comprehensive loss for the nine  months  ended
September 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  $12.0  million of the proceeds of the loans can be used  only
for  general  corporate purposes, with $28.0 million of  proceeds
reserved  for  approved  projects and  acquisitions  intended  to
enhance the 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  October  25,  1999,  $8.5
million has been advanced and additional amounts are expected  to
be requested.

     Ascent  has  incurred operating losses since its  inception.
An  important  element  of  Ascent's business  plan  contemplated
commercial introduction of two pediatric pharmaceutical  products
which  require FDA approval. Ascent has received FDA approval  in
October  1999 of one product and the other product is subject  to
FDA  action  which  Ascent  believes will  delay  its  commercial
introduction   into  2000.  This  anticipated   delay   in   drug
introduction resulted in Ascent forecasting that its  accumulated
losses  would exceed the combined sum of its stockholders' equity
and  indebtedness subordinate to the Company's loans  during  the
first half of 2000. In response to this forecast, the Company and
Ascent  have  negotiated  amendments to the  original  agreements
providing  for  (a) a change in the option period (from  2002  to
2003),  (b)  a  change in the formula period for determining  the
price of the Company's purchase option from 2001 to 2002, (c) the
granting  of  a security interest to the Company in  products  or
business  purchased by Ascent with funds loaned by  Alpharma  and
(d) the commitment of a major shareholder of Ascent to provide up
to  $10.0  million of additional financing to Ascent (in addition
to   the  $4  million  previously  committed)subordinate  to  the
Company's  loan. 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  additional
financing   results  in  Ascent  continuing  to   have   positive
stockholders'  equity  and  subordinated  indebtedness   assuming
current operating forecasts are met.

     In   September  1999,  the  Company  acquired  a  technology
license and option agreement for the Southern Cross animal health
product. The agreement requires additional payments as additional
regulatory  approvals  for  the product  are  obtained  in  other
markets. Total additional payments of approximately $65.0 million
are  required over the next 4-6 years (approximately $30  million
of  which  is expected over the next 2 years) if all 13  possible
country approvals are received.

    At  September 30, 1999, the Company had $23.3 million in cash
and approximately $72.0 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  total
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. The Company believes  that  the
combination  of  cash from operations and funds  available  under
existing  lines  of  credit  will  be  sufficient  to  cover  its
currently planned operating needs and firm commitments in 1999.

    While   no   commitments  exist,  the  Company  is  presently
considering  and 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. Depending on the financing vehicle chosen  by
the  Company, it may require a restructuring or expansion of  the
1999 Credit Facility.

    The  Company is required to meet the debt covenants  included
in  the  1999 Credit Facility. At September 30, 1999, the Company
had a equity to total asset ratio of 25.4% which is in excess  of
the  required 25%. The slight margin by which the Company met the
ratio  and  the possibility of not meeting the ratio  due  to  an
increase in assets or due to factors beyond the Company's control
such   as   currency  movements  has  resulted  in  the   Company
considering  certain  measures  which  could  include  an  equity
offering.

Item 3.  Quantitative and Qualitative Disclosures about Market
         Risk

     The  Company's  earnings  and  cash  flow  are  subject   to
fluctuations  due to changes in foreign currency  exchange  rates
and  interest  rates.  The  Company's  risk  management  practice
includes  the  selective  use, on a  limited  basis,  of  forward
foreign   currency   exchange   contracts   and   interest   rate
agreements.  Such  instruments are used for purposes  other  than
trading.

     Foreign    currency    exchange   rate   movements    create
fluctuations  in  the  U.S. dollar reported  amounts  of  foreign
subsidiaries   whose  local  currencies  are   their   respective
functional currencies. The Company has not used foreign  currency
derivative  instruments to manage translation  fluctuations.  The
Company  and  its respective subsidiaries primarily  use  forward
foreign   exchange   contracts  to  hedge  certain   cash   flows
denominated in currencies other than the subsidiary's  functional
currency.  Such  cash  flows are normally represented  by  actual
receivables   and   payables  and  anticipated  receivables   and
payables for which there is a firm commitment.

     At  September  30,  1999  the Company  had  forward  foreign
exchange  contracts with a notional amount of $10.7 million.  The
fair  market value of such contracts is essentially the  same  as
the notional amount. All contracts expire by the third quarter of
2000.  The  cash flows expected from the contracts will generally
offset   the  cash  flows  of  related  non-functional   currency
transactions. The change in value of the foreign currency forward
contracts  resulting  from  a l0% movement  in  foreign  currency
exchange  rates would be approximately $.6 million and  generally
would  be  offset by the change in value of the hedged receivable
or payable.

     At  September  30,  1999 the Company has  no  interest  rate
agreements outstanding. The Company is considering entering  into
interest  rate  agreements in 1999 and 2000 to fix  the  interest
rate on a portion of its long term debt.
______________________
Statements   made   in  this  Form  l0-Q/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 10-K for the year ended December 31, 1998.

Part II. OTHER INFORMATION

Item 1. Legal proceedings

     The  following  is  an update of Environmental  Matters  and
Legal Proceedings included in Item 1 and 3 in the Company's  1998
Form 10-K:

     (a) The  court has granted the Company's Motion for  Summary
          Judgement  with  respect  to  the  Drinking  Water  Act
          proceeding  brought  by the State of  California.  This
          ruling is final and binding as the State has not  filed
          an  appeal in the time permitted under applicable  law.
          No  monetary  or  other penalties were awarded  against
          the Company in this matter.

     (b) The  United  States Environmental Protection Agency  has
          offered,  and  the  Company has accepted,  a  tentative
          settlement  with  respect  to  the  Superfund   matter.
          Pursuant to this settlement (which must be approved  by
          the  court  and is subject to a "reopener" relating  to
          unanticipated site conditions as is normally  contained
          in   settlements   under   Superfund)   the   Company's
          liability would be nominal.

Item 5. Other Information

     The  Board of Directors accepted the resignation of Mr. Gert
W.  Munthe,  President and Chief Executive Officer  in  September
1999. Mr. Munthe's resignation will be effective on December  31,
1999 or earlier.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

     10.1Resignation Agreement dated September 24, 1999 between
         the Company and Gert Munthe.*

     10.2Second Supplemental Agreement dated October 15, 1999
          by and among Ascent Pediatrics Inc., Alpharma USPD
          Inc. and the Company.*

     27  Financial Data Schedule. (Electronic filing only.)

     * Previously filed with Form 10-Q

(b) Reports on Form 8-K.

     On  August  30,  1999, the Company filed a  report  on  Form
8-K/A  dated  June  18, 1999 reporting Item  2.  "Acquisition  or
Disposition of Assets."

     The  event reported was the acquisition of Isis. The Form  8
K/A  included  the  audited  financial  statements  of  Isis  and
required pro forma financials.





                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                              Alpharma Inc.
                              (Registrant)

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