19017903 v8



          AMENDMENT NO. 2 TO THE 1999 CREDIT AGREEMENT
               AMENDMENT NO. 3 TO PARENT GUARANTY
                          AND CONSENT



      AMENDMENT  dated as of April 19, 2000 among  ALPHARMA  U.S.
INC.,  a Delaware corporation (the "Borrower"), ALPHARMA INC.,  a
Delaware  corporation  (the "Parent Guarantor"),  the  BANKS  AND
FINANCIAL INSTITUTIONS (the "Banks") party from time to  time  to
the Credit Agreement (as defined below), UNION BANK OF NORWAY, as
agent  (the  "Agent"), and SUMMIT BANK, as working capital  agent
(the "Working Capital Agent").


                     W I T N E S S E T H:

      WHEREAS,  the Borrower, the banks, the Agent,  the  Working
Capital Agent, Union Bank of Norway, as arranger, and Den  norske
Bank  AS,  as  co-arranger, are parties to  that  certain  Credit
Agreement  dated  as  of  January 20,  1999,  as  amended  by  an
Amendment  No.  1  dated  as  of  April  16,  1999  (the  "Credit
Agreement")  pursuant to which the Banks made  available  to  the
Borrower  loan  facilities  in the aggregate  original  principal
amount of $300,000,000;

     WHEREAS, the Parent Guarantor has guaranteed the obligations
of the Borrower under the Credit Agreement pursuant to a Guaranty
dated  as of January 20, 1999, as amended by an Amendment  No.  1
dated  as  of April 16, 1999 and an Amendment No. 2 dated  as  of
September 9, 1999 (as so amended and as the same may hereafter be
further amended, the "Guaranty");

        WHEREAS,   Alpharma   Inc.   proposes    to   restructure
substantially  all of its European businesses  by:   (i)  causing
Dumex-Alpharma  to  convert  from an  "A/S"  to  an  "ApS";  (ii)
transferring  ownership (directly or indirectly) of substantially
all  of  its  European and Asian subsidiaries to  Dumex-Alpharma;
(iii) transferring the ownership of Dumex-Alpharma into a Bermuda
partnership,  Alpharma Bermuda GP, which is wholly owned  by  two
Delaware  corporations, Alpharma Bermuda Inc. and  Alpharma  Euro
Holdings Inc.; (iv) causing the transfer of the stock of Alpharma
Bermuda   Inc.  and  Alpharma  Euro  Holdings  Inc.  to  Alpharma
International  Holdings  Inc. (formerly known  as  Alpharma  U.K.
Holding  Inc.),  a  wholly-owned  subsidiary  of  Alpharma   Inc.
("Alpharma  International"); and (v)  causing  substantially  all
European intercompany debt currently held by Alpharma Inc. or one
of its U.S. subsidiaries to be transferred to Alpharma Bermuda GP
or  one  of  its  direct  or  indirect wholly-owned  Subsidiaries
(collectively, the "Restructuring");

     WHEREAS, the Borrower and the Banks have agreed to amend the
Credit Agreement and the Guaranty on the terms and conditions set
forth  herein in order to reflect the Restructuring  of  Alpharma
Inc.'s European subsidiaries;

      WHEREAS,  as part of the Restructuring, the Banks  and  the
Agent  have  also  agreed  to terminate  (i)  the  Assignment  of
Intercompany  Notes and Agreement dated as of  January  20,  1999
made   by   the  Parent  Guarantor,  the  Borrower  and  Alpharma
International  in  favor  of the Agent and  (ii)  certain  Pledge
Agreements relating to the shares of Alpharma AS, A.L.-Pharma  AS
and Alpharma Holdings Limited;

      NOW,  THEREFORE, in consideration of the premises  and  the
covenants  and  agreements contained herein, the  parties  hereto
agree  as  follows (with capitalized terms used  herein  and  not
otherwise defined having the respective meanings ascribed thereto
in the Credit Agreement):


1

AMENDMENTS TO THE CREDIT AGREEMENT

1.1  The Credit Agreement is hereby amended as follows:

     (a)  Section 1.1 of the Credit Agreement is amended by:

          (i)  amending and restating the following defined terms
               to read in their entirety as follows:

                    "Assignment of Intercompany Note" means  each
                    assignment of intercompany note made  by  the
                    Parent  Guarantor  or any Subsidiary  of  the
                    Parent  Guarantor  in  favor  of  the  Agent,
                    substantially in the form of Exhibit H hereto
                    (as  the same may be amended or modified from
                    time to time).

                    "Pledge  Subsidiary"  means  each  Subsidiary
                    whose shares (or a portion thereof) have been
                    pledged  to  the  Agent as security  for  the
                    obligations of a Loan Party.

                    "Scandinavian   Principal  Companies"   means
                    Alpharma AS and Dumex-Alpharma ApS.


     (b)  Section 9.3 of the Credit Agreement is amended  by  (i)
          replacing the period (".") at the end of sub-clause (c) thereof
          with "; or" and (ii) inserting immediately after sub-clause (c)
          thereof the following as new sub-clause (d):

                      (d)    the   transfer  or  disposition
               (including licensing) of intangible assets by
               any (directly or indirectly) wholly-owned Non-
               U.S.  Subsidiary of the Parent  Guarantor  to
               the  Parent Guarantor or any other  (directly
               or    indirectly)    wholly-owned    Non-U.S.
               Subsidiary  of the Parent Guarantor  (as  the
               case may be).

     (c)  Section 7.12 of the Credit Agreement is amended by restating
          the except clause at the beginning of the first sentence thereof
          to read as follows: "Except as described in the most recent Form
          10-K or Report on Form 10-Q delivered to the Banks under Section
          8.9 hereof,".

(d)  Section 8.11 of the Credit Agreement is amended by (i)
inserting the parenthetical "(including the Bermuda Partnership,
as defined in the Parent Guaranty)" immediately following the
first occurrence of the term "Non-U.S. Affiliate" therein and
(ii) inserting the parenthetical "(and relating to the shares of
such Person)" immediately after the first occurrence of the word
"Person" therein.
(e)  Section 9.4 of the Credit Agreement is amended by inserting
the following proviso at the end thereof: "; provided, however,
that this section shall not prohibit transactions between the
Parent Guarantor and any of its direct or indirect wholly-owned
Non-U.S. Subsidiaries or between any such wholly-owned Non-U.S.
Subsidiaries."
(f)  all references in the Credit Agreement to "this Agreement"
or "hereof" shall in all such cases be deemed to be references to
the Credit Agreement as amended by this Amendment and as the same
may be further amended or modified from time to time.
1.2  Except as expressly amended hereby, the Credit Agreement  is
hereby ratified and confirmed.

2    AMENDMENTS TO THE GUARANTY

2.1  The Guaranty is hereby amended as follows:

     (a)  Section 5(o) of the Guaranty is amended by restating the
          except clause at the beginning of the first sentence thereof to
          read as follows: "Except as described in the most recent Form 10-
          K or Report on Form 10-Q delivered to the Banks under Section
          6(h),".

(b)  Section 6(i) of the Guaranty is amended and restated to read
in its entirety as follows:
                       (i)     Additional   Credit   Support
               Documents.    The   Parent  Guarantor   shall
               deliver,  or  shall cause  to  be  delivered,
               within five (5) Business Days of delivery  to
               the  Agent  of  a  certificate  pursuant   to
               Section  6(g)(v)  hereof in respect  of  each
               Principal   Subsidiary   disclosed   on   the
               schedule attached to such certificate  (a)  a
               Subsidiary  Guaranty duly  executed  by  each
               such  Principal Subsidiary or (b) if any such
               Principal    Subsidiary   is    a    Non-U.S.
               Subsidiary,  either  (i) a  Pledge  Agreement
               duly executed by the Shareholders of such Non-
               U.S.  Subsidiary  or (ii) if  such  Principal
               Subsidiary  is  a Subsidiary  of  a  Non-U.S.
               Subsidiary     (including     the     Bermuda
               Partnership)  of  the  Parent  Guarantor,   a
               Pledge   Agreement  duly  executed   by   the
               Shareholders of the Person (and  relating  to
               the  shares of such Person) that (x) directly
               or  indirectly owns all of the stock of  such
               Principal  Subsidiary  and  (y)  is   not   a
               Subsidiary  of a Non-U.S. Subsidiary  of  the
               Parent Guarantor; provided, that this Section
               6(i)   shall  not  apply  to  any   Principal
               Subsidiary  as to which there already  is  at
               such  time  a  valid  and binding  Subsidiary
               Guaranty or Pledge Agreement (as the case may
               be).

     (c)  Section 7(a)  of the Guaranty is amended by inserting the
          following immediately at the end thereof as new sub-clause (x):
          "(x) Liens securing Permitted Intercompany Indebtedness."

(d)  Section 7(b) of the Guaranty is amended by inserting the
following immediately at the end thereof before the period (".")
as a new proviso:
                 "provided, further, that this Section shall
               not  prohibit the merger or consolidation  of
               any  wholly-owned Non-U.S. Subsidiary of  the
               Parent  Guarantor  with  or  into  any  other
               wholly-owned  Non-U.S.  Subsidiary   of   the
               Parent Guarantor."

     (e)  Section  7(c)  of the Guaranty is amended by  inserting
          immediately after sub-clause (ii) thereof the following as new
          sub-clause (iii):

               ;  or  (iii)   the  transfer  or  disposition
               (including licensing) of intangible assets by
               any (directly or indirectly) wholly-owned Non-
               U.S.  Subsidiary of the Parent  Guarantor  to
               the  Parent Guarantor or any other  (directly
               or    indirectly)    wholly-owned    Non-U.S.
               Subsidiary  of the Parent Guarantor  (as  the
               case may be).

     (f)  Section 7(d) of the Guaranty is amended by inserting the
          following proviso at the end thereof: "; provided, however, that
          this section shall not prohibit transactions between the Parent
          Guarantor and any of its direct or indirect wholly-owned Non-U.S.
          Subsidiaries or between any such wholly-owned  Non-U.S.
          Subsidiaries."

(g)  Section 7(f) of the Guaranty is amended by inserting
immediately after subsection (H) thereof the following as new
subsection (I):
                    (I)  Indebtedness incurred by the Parent
               Guarantor or any of its Subsidiaries under  a
               promissory note delivered in favor of Hoffman-
               LaRoche  as  partial payment of the  purchase
               price  for  the acquisition of the  medicated
               feed additive business of Hoffman-LaRoche, up
               to a maximum principal amount of $30,000,000.

     (h)  Section 15 of the Guaranty is amended as follows:

          (i)  by amending and restating the defined term "Permitted
               Intercompany Indebtedness" to read in its entirety as follows:

                    "Permitted  Intercompany Indebtedness"  means
                    Indebtedness   incurred   by    the    Parent
                    Guarantor,  any Subsidiary Guarantor,  Pledge
                    Subsidiary  or  any (directly or  indirectly)
                    wholly-owned  Non-U.S.  Subsidiary   of   the
                    Parent  Guarantor  and owing  to  the  Parent
                    Guarantor,  any Subsidiary Guarantor,  Pledge
                    Subsidiary  or  any (directly or  indirectly)
                    wholly-owned  Non-U.S.  Subsidiary   of   the
                    Parent Guarantor (as the case may be).

          (ii) by inserting the following new defined term in correct
               alphabetical order:

                    "Bermuda Partnership" means Alpharma  Bermuda
                    G.P., a general partnership formed under  the
                    laws of Bermuda.

     (i)  Schedule 5(k) to the Guaranty is amended and restated to
          read as Schedule A to this Amendment.

(j)  all references in the Guaranty to "this Guaranty" or
"hereof" shall in all such cases be deemed to be references to
the Guaranty as amended by this Amendment and as the same may be
further amended or modified from time to time.
2.2   Except as expressly amended hereby, the Guaranty is  hereby
ratified and confirmed.

3    CONSENT AND WAIVER

3.1  Subject  to  satisfaction of the following  conditions,  the
     Banks hereby consent for purposes of Sections 7.12, 7.18, 7.19,
     8.11, 9.2, 9.3 and 9.4 of the Credit Agreement and Sections 5(k),
     5(o), 6(d), 7(b), 7(c), 7(d) and 7(f)(i)(D) of the Guaranty to
     the Restructuring of the European subsidiaries and waive any
     breach  of any such Section of the Credit Agreement  or  the
     Guaranty that results from actions taken in connection with the
     Restructuring (such consent and waiver to have effect from and as
     of December 1, 1999):

     (a)  both immediately before and after the consummation of the
          Restructuring, the representations and warranties contained in
          Article 5 of this Amendment shall be and remain true and correct;

(b)  the Agent shall have received a duly executed pledge
agreement made by Alpharma Inc. in respect of 65% of the shares
of Alpharma International, together with blank undated stock
powers, in form and substance satisfactory to the Agent;
(c)  the Agent shall have received a duly executed subsidiary
guarantee made by Alpharma Euro Holdings Inc. in respect of the
obligations of the Borrower under the Loan Documents, in form and
substance satisfactory to the Agent;
(d)  the Agent shall have received a favorable opinion of (i)
Kirkland & Ellis, special New York counsel to the Loan Parties,
and (ii) Robert Wrobel, Vice President and Chief Legal Officer to
the Loan Parties, in each case in form scope and substance
satisfactory to the Agent.
4    RELEASE

4.1   The  Banks  hereby  terminate the following  documents  and
release  all  security interests or other rights  in  any  assets
transferred  or  assigned to the Banks  (or  the  Agent  for  the
benefit of the Banks) under such documents:

     (a)  the Assignment of Intercompany Notes and Agreement dated as
          of January 20, 1999 made by the Parent Guarantor, the Borrower
          and Alpharma International in favor of the Agent;

(b)  the Shares Pledge dated January 20, 1999 between Alpharma
International and the Agent in respect of the share of Alpharma
Holdings Limited;
(c)  the Pledge of Shares dated January 20, 1999 between the
Parent Guarantor and the Agent in respect of the shares of
Alpharma AS;
(d)  the Deed of Pledge made by the Parent Guarantor in favor of
the Agent in respect of the shares of A.L.-Pharma A/S.
4.2   The  Banks and the Agent agree to execute such document  as
are  reasonably requested by the Parent Guarantor to evidence the
above termination and releases.


5    REPRESENTATIONS AND WARRANTIES

5.1   Each  of  the  Borrower  and the Guarantor  represents  and
warrants as follows:

     (a)  Due Authorization.  It has the power, and has taken all
          necessary action to authorize it, to execute and deliver this
          Amendment and to perform this Amendment and the Credit Agreement,
          in the case of the Borrower, or the Guaranty in the case of the
          Guarantor, in each case as amended by this Amendment in
          accordance with its terms. It has duly executed and delivered
          this Amendment by all necessary action, and this Amendment and
          the Credit Agreement, in the case of the Borrower, or the
          Guaranty, in the case of the Guarantor, in each case as amended
          by this Amendment are its legal, valid and binding obligations
          enforceable in accordance with its terms under all Applicable
          Law, subject, as to enforcement of remedies, to any applicable
          bankruptcy, insolvency or other laws affecting the enforcement of
          creditors' rights generally.

(b)  Compliance with Law, etc. Its execution and delivery of this
Amendment and the performance of this Amendment and the Credit
Agreement, in the case of the Borrower, or the Guaranty, in the
case of the Guarantor, in each case as amended by this Amendment
in accordance with their respective terms do not and will not (i)
violate any provision of any applicable laws, orders, rules or
regulations presently in effect or (ii) conflict with, result in
a breach of or constitute a default under its organizational
documents or any indenture, agreement or instrument to which it
is a party or by which it or its properties may be bound.
(c)  Governmental Regulation.  It is not required to obtain any
governmental authorization, consents, orders or approvals in
connection with the execution and delivery of this Amendment or
the performance of the transactions contemplated by each of this
Amendment and the Credit Agreement, in the case of the Borrower,
or the Guaranty, in the case of the Guarantor, in each case as
amended by this Amendment.
(d)  Consents.  All consents and approvals necessary for the
making and performance of this Amendment and the transactions
contemplated hereby have been obtained and the same are in full
force and effect.
(e)  Validity.  There are no proceedings or investigations
pending or, to the best of its knowledge, threatened against it
before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality (i) asserting the
invalidity of the Credit Agreement, in the case of the Borrower,
or the Guaranty, in the case of the Guarantor, in each case as
amended by this Amendment, (ii) seeking to prevent the
consummation of any of the transactions contemplated by the
Credit Agreement, in the case of the Borrower, or the Guaranty,
in the case of the Guarantor, in each case as amended by this
Amendment, (iii) seeking any determination or ruling that, in its
reasonable judgment, would materially and adversely affect its
performance of its obligations under this Amendment and the
Credit Agreement, in the case of the Borrower, or the Guaranty,
in the case of the Guarantor, in each case as amended by this
Amendment and (iv) seeking any determination or ruling that would
materially and adversely affect the validity or enforceability of
the Credit Agreement, in the case of the Borrower, or the
Guaranty, in the case of the Guarantor, in each case as so
amended.
(f)  Representations; No Defaults.  The representations and
warranties contained in Article  VII of the Credit Agreement and
Section 5 of the Guaranty (in each case as amended by this
Amendment) are true and correct, and no Default or Event of
Default (after giving effect to the consent and waiver set forth
in this Amendment) has occurred and is continuing.
6    MISCELLANEOUS

6.1    Governing  Law.   This  Amendment  and  the   rights   and
obligations  of the parties hereunder shall be governed  by,  and
construed in accordance with, the laws of the State of New  York,
United States of America without giving effect to its conflict of
law rules.

6.2  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE PARENT
GUARANTOR, THE BANKS, THE AGENT AND THE WORKING CAPITAL AGENT
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
6.3  Counterparts.  This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one
and the same instrument.
6.4  Severability.  Any provision of this Amendment that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating or affecting the validity
or enforceability of such provision in any other jurisdiction.
6.5  Loan Document.  The parties hereto acknowledge that this
Amendment shall be a "Loan Document" as such term is defined in
the Credit Agreement and the Parent Guaranty.
      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Amendment to be executed by their duly authorized officers all as
of the date and year first above written.

                    ALPHARMA U.S. INC.


                    By: __________________________
                           Name:
                           Title:


                    ALPHARMA INC.


                    By: __________________________
                           Name:
                           Title:


                                   UNION BANK OF NORWAY, as Agent


                    By: ___________________________
                           Name:
                           Title:

                    UNION BANK OF NORWAY


                    By: ___________________________
                           Name:
                           Title:


                    DEN NORSKE BANK ASA


                    By :___________________________
                           Name:
                           Title:


                    FIRST UNION NATIONAL BANK


                    By___________________________
                         Name:
                         Title:

                    SUMMIT BANK, as Working Capital Agent


                    By: __________________________
                           Name:
                           Title:


                    SUMMIT BANK


                    By___________________________
                         Name:
                         Title:


                    BANQUE NATIONALE DE PARIS OSLO BRANCH


                    By___________________________
                         Name:
                         Title:



                    LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE
                         COPENHAGEN BRANCH


                    By___________________________
                         Name:
                         Title:

                   ACKNOWLEDGMENT AND CONSENT
                               OF
                          LOAN PARTIES


Each of the undersigned acknowledges the foregoing Amendment and
agrees that its obligations under each Loan Document to which it
is a party is and shall remain unimpaired and in full force and
effect.

ALPHARMA INC.



By: __________________
      Name:
      Title:



ALPHARMA USPD INC.



By: __________________
      Name:
      Title:



ALPHARMA INTERNATIONAL HOLDINGS INC.
(formerly known as Alpharma U.K. Holding Inc.)



By: __________________
      Name:
      Title: