Page 25 of 23
                                


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


                            FORM 10-Q


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

For quarter ended                  Commission file number 1-8593
September 30, 1997

                          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 November 3, 1997.

    Class A Common Stock, $.20 par value - 13,905,211 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, 1997 and December 31, 1996               3

     Consolidated Statement of Income for the
     Three and Nine Months Ended September 30,
     1997 and 1996                                           4

     Consolidated Condensed Statement of Cash
     Flows for the Nine Months Ended September 30,
     1997 and 1996                                           5

     Notes to Consolidated Condensed Financial
     Statements                                              6-11


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                      12-19


PART II.  OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8K                  20

  Signatures                                               21

  Exhibit 11 - Computation of Earnings                     22-23
               per Common Share
                 ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED BALANCE SHEET
                    (In thousands of dollars)
                                
                                      September 30,
                                          1997      December 31,
                                      (Unaudited)      1996
ASSETS
Current assets:
  Cash and cash equivalents            $ 17,148      $ 15,944
  Accounts receivable, net              113,732       120,551
  Inventories                           124,413       123,585
Other                                    13,278        14,779
      Total current assets              268,571       274,859

Property, plant and equipment, net      200,726       209,803
Intangible assets                       137,089       119,918
Other assets and deferred charges         9,073         8,827
      Total assets                     $615,459      $613,407

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt    $  7,187      $  4,966
  Short-term debt                        39,167        60,952
  Accounts payable and accrued
      liabilities                        79,920        88,288
  Accrued and deferred income taxes       3,467         1,445
      Total current liabilities         129,741       155,651

  Long-term debt                        247,663       233,781
  Deferred income taxes                  28,531        29,882
  Other non-current liabilities           7,685         8,051

Stockholders' equity:
  Class A Common Stock                    2,775         2,762
  Class B Common Stock                    1,900         1,646
  Additional paid-in-capital            143,340       122,252
  Foreign currency translation
      adjustment                        (2,997)        10,491
  Retained earnings                      62,926        54,996
  Treasury stock, at cost               (6,105)       (6,105)

      Total stockholders' equity        201,839       186,042
        Total liabilities and
          stockholders' equity         $615,459      $613,407
                                
           The accompanying notes are an integral part
       of the consolidated condensed financial statements.
                              ALPHARMA INC.
                     CONSOLIDATED STATEMENT OF INCOME
                               (Unaudited)
                  (In thousands, except per share data)

                              Three Months Ended   Nine Months Ended
                                September 30,        September 30,
                              1997       1996       1997       1996

Total revenue               $125,240  $122,438   $365,650   $371,467

   Cost of sales              73,681    74,050    214,529   218,803

Gross profit                  51,559    48,388    151,121    152,664

   Selling, general and
     administrative expenses  38,577    42,980    119,325    137,104

Operating income              12,982     5,408     31,796     15,560

   Interest expense          (4,303)   (4,920)   (13,635)   (14,930)

   Other income (expense), net  (271)    (184)      (438)        120

Income before
 provision for income taxes    8,408      304     17,723         750

   Provision for income taxes  3,151       275      6,736        446

Net income                  $  5,257   $    29   $ 10,987   $    304

Average common shares
 outstanding:
  Primary                     23,588    21,772     22,221     21,852
  Fully diluted               25,848    21,772     24,572     21,852

Earnings per common share:
  Primary                     $   .22  $   .00    $   .49    $   .01

  Fully Diluted               $   .22  $   .00    $   .49    $   .01

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,
                                                 1997      1996
Operating Activities:
 Net income                                    $ 10,987   $   304
 Adjustments to reconcile net
   income to net cash provided
   by operating activities, principally
   depreciation and amortization                 22,713    23,720
 Non-current asset write-off                        --      4,068
 Changes in assets and liabilities,
   net of effects from business
   acquisition:
      Decrease in accounts receivable             1,701    11,459
      (Increase) in inventory                   (4,828)   (2,510)
      (Decrease) in accounts
         payable and accrued expenses           (4,382)  (16,071)
      Other                                       2,417   (1,419)
        Net cash provided by
          operating activities                   28,608    19,551

Investing Activities:
 Capital expenditures                          (19,119)  (22,831)
 Purchase of business and intangibles          (27,201)
 Net cash used in investing activities         (46,320)  (22,831)

Financing Activities:
 Dividends paid                                 (3,058)   (2,950)
 Net borrowings (repayments) under lines of credit(19,408)    841
 Proceeds from long-term debt                    27,505     6,110
 Reduction of long-term debt                    (6,906)   (8,859)
 Proceeds from issuance of stock                 21,355     1,039
      Net cash provided by (used in)
        financing activities                     19,488   (3,819)

Exchange Rate Changes:
 Effect of exchange rate changes on cash        (1,400)     (550)
 Income tax effect of exchange rate
   changes on intercompany advances                 828       334
      Net cash flows from exchange
        rate changes                              (572)     (216)

 Increase (Decrease) in cash                      1,204   (7,315)
 Cash and cash equivalents at beginning
  of year                                        15,944      18,351
 Cash and cash equivalents at end
   of period                                   $ 17,148  $ 11,036
     
               The accompanying notes are an integral part
           of the consolidated condensed financial statements.
     
1.   General

      The  accompanying  consolidated condensed  financial  statements
include   all   adjustments  (consisting  only  of  normal   recurring
accruals)   which  are,  in  the  opinion  of  management,  considered
necessary  for  a  fair presentation of the results  for  the  periods
presented.    These   financial   statements   should   be   read   in
conjunction   with   the   consolidated   financial   statements    of
Alpharma  Inc.  and  Subsidiaries  included  in  the  Company's   1996
Annual  Report  on  Form  10-K. The reported  results  for  the  three
and   nine   month   periods  ended  September  30,   1997   are   not
necessarily  indicative of the results to be  expected  for  the  full
year.

2.   Inventories

     Inventories consist of the following:

                                 September 30, December 31,
                                     1997          1996

     Finished product              $72,375      $ 69,629
     Work-in-process                18,991        17,126
     Raw materials                  33,047        36,830
                                  $124,413      $123,585

3.   Supplemental Cash Flow Information:

                                     Nine Months Ended
                                September 30,  September 30,
                                    1997           1996

     Cash paid for interest       $13,815        $15,849
     Cash paid for taxes
        (net of refunds)         $(2,888)         $6,353

4.   1996 Management Actions

      In  the  first  quarter  of 1996, IPD severed  approximately  30
sales,   marketing,  and  other  personnel  based  primarily  in   the
Nordic   countries   and  incurred  termination   related   costs   of
approximately   $1,900.  The  termination  costs   are   included   in
selling, general and administrative expenses.

      In  May  1996,  the  Board of Directors  approved  a  production
rationalization  plan  which  includes the  transfer  of  all  tablet,
ointment  and  liquid  production from Copenhagen,  Denmark  to  Lier,
Norway.  The  full  transfer  will  be  completed  in  1998  and  will
result  in  the  reduction of approximately 175  employees  (primarily
involved  in  production).  The rationalization  plan  resulted  in  a
charge   in   the   second  quarter  for  severance   for   Copenhagen
employees,   an   impairment  write-off  for  certain  buildings   and
machinery and equipment and other exit costs.

      In  addition  in May 1996, the Board of Directors  approved  the
U.S.   Pharmaceuticals  Division  ("USPD")  plan   to   accelerate   a
consolidation of manufacturing operations within USPD.

      The  plan  included the discontinuing of all activities  in  two
USPD  manufacturing  facilities in New York and  New  Jersey  and  the
transfer  of  all pharmaceutical production from those  sites  to  the
facility  in  Lincolnton,  North  Carolina.  The  plan  provided   for
complete   exit  by  early  1997  and  resulted  in  a  reduction   of
approximately  200  employees  (i.e.  all  production,  administration
and   support   personnel  at  the  plants).  The  acceleration   plan
resulted  in  a  second quarter charge for severance of  employees,  a
write-off  of  leasehold  improvements  and  machinery  and  equipment
and   significant  exit  costs  including  estimated  remaining  lease
costs and refurbishment costs for the facilities being exited.

       Due  to  the  time  necessary  to  achieve  both  transfers  of
production  the  Company,  as  part  of  the  severance  arrangements,
has  instituted  stay  bonus  plans. The  overall  cost  of  the  stay
bonus  plans  is  estimated at $1,900, and is being accrued  over  the
periods  necessary  to  achieve  shut  down  and  transfer.  The  stay
bonus   plans  generally  require  the  employee  remain  until  their
position is eliminated to earn the payment.

       In   the   third  quarter  of  1996  the  Company's  management
actions  were  adjusted  for  the sale of  the  Able  tablet  business
and  include  severance charges of $700 related  to  a  reorganization
of  the  Animal Health divisions distribution business.  The  sale  of
the   Able   tablet  business  and  sub-lease  of  the  Able  facility
(located  in  New  Jersey)  resulted in the company  reducing  certain
accruals  made  in  the  second  quarter which  reflected  significant
exit   costs   which  would  have  been  incurred   in   closing   the
facility.  The  net  reduction of the second quarter  charge  for  the
sale   and   subleasing  was  $1,100  including   the   net   proceeds
received on the sale of approximately $500.
      A  summary  of  the year to date and third quarter  charges  and
expenses  resulting  from the management actions  which  are  included
in  selling  general  and  administrative expenses  follows  for  1996
periods:

   3rd       Year to    
 Quarter       Date     Description
                        
 $  700      $7,000     Severance and employee termination
                        benefits for all 1996 employees
                        terminated (approximately 400
                        employees).
                        
    400         600     Stay bonus accrued.
                        
  (300)       4,000     Impairment of buildings, leasehold
                        improvements and machinery and
                        equipment. (Net of sales proceeds of
                        approximately $500 in the third
                        quarter.)
                        
  (800)         700     Accrual of the non cancelable term of
                        the operating lease and estimated
                        refurbishment costs for USPD facilities.
                        (The third quarter reduction results
                        from accrual reversals related to Able.)
                        
      0       1,700     Exit costs for demolition of facilities,
  _____      ______     clean up costs and other.
                        
 $    0     $14,000     


5.   Class  B  Common  Stock  Subscription  and  Class  A  Rights
     Offering

      On  February  10, 1997, the Company entered  into  a  Stock
Subscription and Purchase Agreement with A.L. Industrier AS. A.L.
Industrier  AS  is  the  beneficial  owner  of  all  issued   and
outstanding shares of the Company's Class B Common stock  and  is
able  to  control the Company through its ability to  elect  more
than  a majority of the Board of Directors and to cast a majority
of  the  votes  in  any vote of the Company's  stockholders.  The
agreement provided for the sale of 1,273,438 newly issued  shares
of Class B Common stock for $16.34 per share. The shares of Class
B  Common  stock are convertible on a share for share basis  into
shares of the Company's Class A Common stock. The agreement  also
provided  for  the issuance of rights to the Class A shareholders
to  purchase  one share of Class A Common stock  for  $16.34  per
share  for every six shares of Class A Common held. The agreement
required  that the Class B shares be purchased at the  same  time
that  the  rights for the Class A Common stock would  expire  and
total consideration for the Class B Common stock was agreed to be
$20,808.

      On  June 26, 1997, the Company and A.L. Industrier  entered
into  Amendment No. 1 to the Subscription and Purchase  Agreement
whereby A.L. Industrier agreed to purchase the 1,273,438 Class  B
shares  on  June  27,  1997.  The amendment  provided  that  A.L.
Industrier  pay the original agreed consideration and receive  no
later than November 30, 1997 an early payment amount estimated to
be  approximately $428. The early payment amount  recognizes  the
benefit  to  the Company in the A.L. Industrier purchase  of  the
stock on June 27, 1997 instead of November 25, 1997 (the date the
Class A rights expire). The sale of stock was completed for  cash
on June 27, 1997. Accordingly, stockholders' equity has increased
by  $20,380  to reflect the issuance of the Class B shares.  A.L.
Industrier AS is now the beneficial owner of 9,500,000 shares  of
Class B Common stock.

      On  September 4, 1997 the Board of Directors  issued  as  a
dividend to the holders of its Class A Common Stock of record  on
August  26, 1997, certain subscription rights. Each Record Holder
received one Right for every six shares of Class A Stock held  by
such  holder  on  the  Record  Date.  Each  Right,  evidenced  by
transferable  certificates, entitles the holder to  purchase  one
share  of  Class A Stock at a subscription price  of  $16.34  per
share.  The  Rights are listed and trade on the  New  York  Stock
Exchange.  The  Rights  are exercisable at  the  holder's  option
ending   on  November  25,  1997.  After  the  Expiration   Date,
unexercised Rights will be null and void.

      The  Company has outstanding warrants to purchase  Class  A
Common  stock  which expire on January 3, 1999. Pursuant  to  the
warrant  agreement, the issuance of these Rights to the  Class  A
shareholders of Alpharma Inc. changes both the exercise price and
the  number  of  shares of Class A common stock of Alpharma  Inc.
purchasable  upon the exercise of each warrant. As  a  result  of
this  Rights  distribution, each warrant will now purchase  1.063
shares  of Class A common stock of Alpharma Inc. (originally  one
share  per  warrant)  at an exercise price of  $20.65  per  share
(original exercise price of $21.945).

      If, upon expiration of the rights on November 25, 1997, any
rights  remain unexercised, the Warrant Exercise Price and number
of share of Class A Common Stock purchasable upon the exercise of
each  Warrant will be readjusted to reflect the reduced  dilution
of  the rights offering. Any readjustment made will not result in
an   exercise  price  exceeding  the  original  warrant  issuance
exercise  price of $21.945 or a decrease in the number of  shares
purchasable  upon  exercise  of the  warrants  below  the  amount
originally issued.

6.        Business Acquisition:

      In  September  1997,  the Company  acquired  the  worldwide
decoquinate  business  from  Rhone-Poulenc  Animal  Nutrition  of
France (RPAN). Decoquinate is an anticoccidial feed additive used
primarily in beef cattle and calves.

       The   transaction  includes  all  rights  for  decoquinate
worldwide and the trademark Deccox that is registered in over  50
countries. The agreement also provides that RPAN will continue to
manufacture  decoquinate for Alpharma under a  long  term  supply
contract.  The  acquisition was accounted for in accordance  with
the  purchase  method and sales of decoquinate are included  from
the  date  of  acquisition. The cost was  approximately  $27,200,
which included approximately $1,600 of inventory. The balance  of
the  purchase price has been allocated to intangible  assets  and
will generally be amortized over 15 years.

7.   Long-term Debt

      On  April 10, 1997, the Company's existing credit  facility
was  amended  to increase the available credit from  $170,000  to
$180,000.  At  September  30,  1997,  the  Company  had  $178,150
outstanding under the facility.

8.   Recent Accounting Pronouncements

       In   February  1997,  Statement  of  Financial  Accounting
Standards  ("SFAS")  No. 128, "Earnings per  Share",  was  issued
which established standards for computing and presenting earnings
per  share.   SFAS No. 128 is effective for financial  statements
issued  for  periods  ending after December 15,  1997,  including
interim periods.

       The   Company  has  evaluated  the  effect  of  this   new
pronouncement on earnings per share and believes that adoption of
SFAS  No.  128  would  not  have a material  impact  on  reported
earnings  per share for the periods ended September 30, 1997  and
1996.

     In June 1997 SFAS No. 130, "Reporting Comprehensive Income,"
was issued and established standards for reporting and display of
comprehensive  income  and  its components  (revenues,  expenses,
gains,  and  losses) in the financial statements. This  Statement
requires  that  all  items that are recognized  in  equity  under
accounting  standards be included as components of  comprehensive
income and be reported in a financial statement that is displayed
with the same prominence as other financial statements. SFAS  No.
130  addresses disclosure issues; and, therefore, will  not  have
any effect on the financial position or results of operations  of
the  Company.  The  Company is in the process of  evaluating  the
statement's  implementation.  This  statement  is  effective  for
fiscal years beginning after December 15, 1997.

       Also   in  June  1997  the  FASB  issued  Statement   131,
"Disclosures  About  Segments  of  an  Enterprise   and   Related
Information."  This  Statement, which  supersedes  Statement  14,
"Financial  Reporting  for Segments of  a  Business  Enterprise,"
provides  different  criteria for public companies  to  apply  in
reporting  information about segments by moving to the management
approach  to  segment reporting. In addition, the  statement  has
requirements  relating  to  disclosure  of  products,   services,
customers,  and the material countries in which the entity  holds
assets  and reports revenues. As with SFAS No. 130 this statement
addresses disclosure issues and therefore will not have an effect
in the Company's financial position or results of operations. The
Statement  is effective for periods beginning after December  15,
1997.

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

Results of Operations - Nine Months Ended September 30, 1997

Overview

      For  the  nine months ended September 30, 1997 revenue  was
$365.7  million,  a decrease of $5.8 million (1.6%)  compared  to
1996.  Operating income was $31.8 million, an increase  of  $16.2
million, compared to 1996. Net income was $11.0 million ($.49 per
share  fully  diluted) compared to $.3 million  ($.01  per  share
fully diluted) in 1996.

     Net income in 1996 was reduced by approximately $8.7 million
($.39 per share) for severance related to a reorganization of the
International   Pharmaceuticals  Division   ("IPD")   sales   and
marketing function in the Nordic countries in the first  quarter,
charges  and  expenses resulting from production  rationalization
plans  in  the IPD and the U.S. Pharmaceuticals Division ("USPD")
in the second and third quarters and third quarter actions in the
Animal  Health  Division("AHD"). (See  section  "1996  Management
Actions.")

Revenues

      On an overall basis revenues increased in the Animal Health
Segment and decreased in the Human Pharmaceuticals Segment.  1997
revenues  compared  to  1996  were  reduced  approximately  $13.5
million due to translation of sales in foreign currency into  the
U.S. dollar.

      Revenues  in the Human Pharmaceutical Segment ("HPS")  were
lower  than 1996. Revenues declined in the USPD primarily due  to
reductions   in  net  selling  prices  resulting  from   programs
initiated  by major wholesalers in the second half of 1996  which
fundamentally    shifted    generic    pharmaceutical    industry
distribution,  purchasing and stocking patterns.  Overall  volume
was   approximately  the  same  as  1996.  (See   "U.S.   Generic
Pharmaceutical Industry".) In IPD overall volume and pricing were
up  on  a local currency basis. However, IPD revenues were  lower
primarily  as a result of the effect of translation of  sales  in
Scandinavian currencies into the U.S. dollar. For the first  nine
months of 1997 average exchange rates for Scandinavian currencies
where  IPD  conducts a substantial portion of its  business  have
declined  by  approximately  9%-14% compared  to  the  comparable
period  in  1996.  Sales in the Fine Chemicals  Division  ("FCD")
principally increased due to higher volume.

     Within  the  Animal  Health Segment  ("AHS"),  AHD  revenues
increased  primarily  due  to  increased  volume  of  most  major
products.   In  addition,  the  acquisition  of  the  decoquinate
business  in September 1997 contributed to the increase.  Aquatic
Animal  Health Division ("AAHD") revenues increased  compared  to
1996 due to increased sales in the Norwegian fish vaccine market.

Gross Profit

     On a consolidated basis, gross profit decreased $1.5 million
and  the gross margin percent increased slightly to 41.3% in 1997
compared to 41.1% in 1996.

     The net decrease in dollars resulted from the interaction of
a  number  of  factors. IPD experienced lower gross  profits  due
mainly to translation effects. USPD had a higher gross profit and
gross  margin percentage. Lower net selling prices  in  the  USPD
directly  lowered gross profits and margin percentages  but  were
more   than  offset  by  lower  overall  manufacturing   expenses
resulting  from  the execution of the production  rationalization
plan.  AHD  had higher gross profits and margins due to increased
volume  of  most products including BMD only partially offset  by
lower prices in certain markets.

Operating Expenses

      Operating expenses on a consolidated basis decreased  $17.8
million  or  13.0%. Included in operating expenses in  1996  were
charges  incurred for management actions totaling $14.0  million.
(See  section "1996 Management Actions.") In addition, the  third
quarter  of 1996 includes approximately $2.0 million of bad  debt
expense  relating  to the bankruptcy of a major  wholesaler.  The
following  table estimates adjustments necessary to  compare  the
operating expenses for the year to date periods:

                                     1997          1996

Operating expenses as reported      $119.3        $137.1

Management actions - 1996                          (14.0)

Bad debt expense related to the
  bankruptcy of a major wholesaler                  (2.0)
                                   ______          _____
                                   $119.3         $121.1

     The  net  reduction reflects translation effects on expenses
incurred  in  foreign currencies, a continued  emphasis  on  cost
control,  and a reduction of expenses resulting from  prior  year
management  actions  which  reduced payroll,  offset  by  planned
increases  in  certain expenses and increases  in  administrative
expenses  resulting from personnel changes and employee incentive
programs.
Operating Income

      Operating  income  as  reported  in  1997  increased  $16.2
million.  The decrease in gross profit in dollars was  more  than
offset by lower operating expenses and the absence of charges for
management actions.


Interest Expense/Other/Taxes

      Interest  expense decreased $1.3 million due to lower  debt
levels  (aided by the receipt, in June 1997 of approximately  $20
million of new equity - See "Financial Conditions") and generally
lower interest rates in 1997.

      Other, net in 1997 was a $.4 million loss compared to a $.1
million  income  in  1996.  Foreign exchange  transaction  losses
included  in  other, net in 1997 and 1996 were approximately  $.6
million  and  $.1  million, respectively. The loss  in  1997  was
primarily  the  result of the strengthening of  the  U.S.  dollar
during 1997.

      On  a year to date basis the estimated tax rate in 1997  is
38%.  The  rate  is in excess of the statutory rate  due  to  the
effect  of  non-tax  deductible  expenses,  principally  goodwill
amortization.

Results of Operations - Three Months Ended September 30, 1997

Overview

      Total revenue for the three months ended September 30, 1997
was  $125.2 million, an increase of $2.8 million (2.3%)  compared
to  1996. Operating income was $13.0 million in 1997 compared  to
$5.4  million in 1996. Net income in 1997 was $5.3 million  ($.22
per share) compared to less than $.1 million ($.00 per share)  in
1996.

Revenue

      Revenues  decreased marginally in the Human Pharmaceuticals
Segment  and  increased  in the Animal  Health  Segment.  Overall
revenues   were  reduced  approximately  $6.0  million   due   to
translation of sales in foreign currency into the U.S. dollar.

      Revenues  in  the  Human Pharmaceuticals  Segment  declined
primarily  due  to  lower  IPD sales. IPD  sales  were  lower  as
increased  volume  for  current and new products  was  more  than
offset by the translation effects of a strengthening U.S. dollar.
USPD  sales were higher overall as increased volume was partially
offset  by  lower net pricing. (See "U.S. Generic  Pharmaceutical
Industry.") Fine Chemicals sales were approximately the  same  as
1996.

     Within the Animal Health Segment, AHD revenues increased due
to  higher volume of BMDr and other feed additives offset in part
by  some  price  erosion.  In addition, the  acquisition  of  the
decoquinate  business in September 1997 provided a major  portion
of the Animal Health increase.

Gross Profit

     On a consolidated basis, gross profit increased $3.2 million
and  the gross margin percent increased to 41.2% in 1997 compared
to  39.5%  in  1996. Increases in gross profit and  gross  margin
percentage resulted from increased volume of sales in the  higher
margin  Animal Health Segment and increases in gross  profit  and
gross margin percent for USPD where price declines were more than
offset  by  cost reductions which resulted mainly from production
rationalizations.  IPD gross profit was  lower  as  a  result  of
translation effects.

Operating Expenses

      Operating  expenses on a consolidated basis decreased  $4.4
million.  Included in operating expenses in 1996 is  a  bad  debt
expense  of  $2.0 million relating to the bankruptcy of  a  major
wholesaler. The decrease in operating expenses, net of  the  1996
bad  debt  expense,  reflects  translation  effects  of  expenses
incurred  in  foreign currencies, a continued  emphasis  on  cost
control  and  a reduction of expenses resulting from  prior  year
management  actions  offset  partially  by  additional   selling,
marketing and administrative expenses for 1997 employee incentive
and other programs.

Operating Income

      As  a result of increased gross profits, the absence  of  a
significant  bad debt expense, and generally lower expenses  1997
operating  income was $13.0 million compared to $5.4  million  in
1996.

Interest Expense

      Interest  expense decreased $.6 million  due  to  generally
lower interest rates in 1997 and to decreased average debt levels
in 1997. (Aided by the receipt, in June 1997 of approximately $20
million of new equity - See "Financial Condition".)


1996 Management Actions

Selling and Marketing Reorganization

      In  the first quarter of 1996 IPD reorganized its sales and
marketing  organization  in  the  Nordic  countries  and  severed
approximately  30  personnel  at a  cost  of  $1.9  million.  IPD
estimated the annual expense reduction from this action  is  over
$1.0 million.

Production Rationalization

      In  May  1996, IPD began a production rationalization  plan
which  includes the transfer of all tablet, ointment  and  liquid
production  from  Copenhagen, Denmark to Lier, Norway.  The  full
transfer is expected to be completed in late 1998 and will result
in   the  net  reduction  of  approximately  100  employees.  The
rationalization plan resulted in a charge in the  second  quarter
of  1996  for severance for Copenhagen employees, write-offs  for
certain  buildings  and machinery and equipment  and  other  exit
costs.

      Also  in  May  1996, USPD accelerated a plan  to  move  all
suppositories, cream and ointment production from  two  locations
to their Lincolnton, N.C. location.

      The  acceleration  plan included the discontinuing  of  all
activities in two USPD manufacturing facilities (in New York  and
New  Jersey)  and  the transfer of all pharmaceutical  production
from  those sites to the facility in Lincolnton, North  Carolina.
The plan provided for complete exit by early 1997 and resulted in
a  net  reduction  of  over 150 employees. The  adoption  of  the
acceleration  plan  resulted  in  a  second  quarter  charge  for
severance  of  employees, a write-off for leasehold  improvements
and  machinery and equipment and significant exit costs including
estimated remaining lease costs and facility refurbishment costs.
The  plan  was  substantially completed in the first  quarter  of
1997.

      Because of the time necessary to complete the transfers  in
both  the IPD and USPD, production rationalization plans included
stay  bonus plans to keep the production work force in tact until
the  transfer is complete. The stay bonus plans generally require
the employee remain until their position is eliminated to earn  a
payment.  The  overall cost of these plans is estimated  at  $1.9
million  and  is  being  accrued over the  periods  necessary  to
achieve the shut downs.

     In  the  third quarter of 1996 the Company sold  its  tablet
business  which was located in New Jersey and subleased  the  New
Jersey  location.  The sale netted proceeds of approximately  $.5
million  and  resulted in the adjustment of certain accruals  for
exit costs made in the second quarter which contemplated the shut
down  of the facility. The net result of the tablet sale  was  to
reduce the second quarter charge by approximately $1.1 million.

      In the third quarter the Animal Health Division reorganized
its distribution business and incurred severance of approximately
$.7 million. The reduction in the second quarter charge resulting
from  the  sale of the tablet business and sub-lease of  the  New
Jersey facility was offset by the Animal Health severance and the
accrual  of  stay bonuses in the third quarter. Accordingly,  the
third quarter 1996 has no net effect from management actions.

      Through September 30, 1996 the Company's management actions
totaled approximately $14.0 million and included $7.0 million for
severance,  $4.0 million for facilities write-offs,  $.7  million
for  lease  and refurbishment costs, $1.7 million for other  exit
costs and $.6 million for accrued stay bonuses.

      The  production rationalization plans have begun to benefit
operations  in  1997  for  USPD  and  are  expected  to   benefit
operations beginning late in 1998 for IPD.

      The Company believes the dynamic nature of its business may
present   additional   opportunities  to  rationalize   personnel
functions    and   operations   to   increase   efficiency    and
profitability.  Accordingly, similar management  actions  may  be
considered in the future.

U.S. Generic Pharmaceutical Industry

      The  U.S.  Generic Pharmaceutical industry has historically
been  characterized by intense competition which is evidenced  by
eroding  prices  for  products as additional market  participants
receive  approvals  for these products. Growth  has  historically
occurred  through  new  product approvals  and  subsequent  sales
exceeding  declines  in  the  base  product  line  due  to  price
reductions and/or volume decreases. Generic pharmaceutical market
conditions were further exacerbated beginning in the second  half
of  1996  by  a  rapidly emerging fundamental shift  in  industry
distribution,  purchasing  and  stocking  patterns.   The   shift
resulted in a substantial drop in the USPD's 1996 volume  and  in
particular   to  generic  drug  distributors  who  represent   an
important  but  declining  part of the Company's  base  business.
Programs  initiated by major wholesalers accelerated the  changes
and  forced  prices  to  decline. Wholesaler  programs  generally
require  lower  prices on products sold, lower  inventory  levels
kept  at  the  wholesaler  and fewer  manufacturers  selected  to
provide  products to the wholesalers. The USPD  was  affected  by
lower  sales  as distributors reduced business and as wholesalers
reduced  inventories and prices. The Company has made  agreements
with major wholesalers to provide product but cannot predict  the
effect   on  future  volume  and  prices.  Such  agreements   are
continually  reviewed and are subject to change.  USPD  has  been
and  will continue to be affected by the competitive and changing
nature of this industry. Accordingly, because of competition, the
significance  of  relatively  few  major  customers  (i.e.  large
wholesalers,  distributors and chain stores), a rapidly  changing
market  and uncertainty of timing of new product approvals,  USPD
sales  volume  and prices are subject to unforeseen  fluctuation.
The   generic   industry  in  general  is  subject   to   similar
fluctuations.


USPD 1997

      In  the  first quarter of 1997 the USPD's volume  increased
relative  to 1996 with increases in wholesaler volume being  only
partially offset by declines in volume to distributors and  other
accounts overall. Prices declined substantially relative  to  the
first  quarter of 1996 but declined only marginally  relative  to
the  second  half  of 1996. As a result of the effects  of  lower
pricing  the USPD had an operating loss in the first  quarter  of
1997.

     In the second quarter of 1997 USPD volume decreased relative
to  1996  with an increase in wholesaler volume being  completely
offset  by  overall  declines  in  volume  to  drug  chains   and
distributors  compared  to  1996. Prices  declined  substantially
compared  to the second quarter of 1996, but eroded only slightly
relative to the first quarter of 1997. The relative stabilization
of  pricing  and  lower  manufacturing  costs  resulted  in  USPD
achieving an operating profit in the second quarter although  for
the  six  months ended June 30, 1997 USPD incurred  an  operating
loss.

       In  the  third  quarter  of  1997  USPD  volume  increased
approximately 4% with increases in wholesaler volume  being  only
partially  offset by declines in volume sold to drug  chains  and
certain distributors. Pricing is lower when compared to the third
quarter  in  1996 when programs were initiated by the wholesalers
and  continues  to erode somewhat. Volumes sold  to  wholesalers,
distributors  and  chains  increased  in  part  due  to  seasonal
expectations  of  increased demand by consumers  for  cough  cold
products.  If  such demand does not occur fourth  quarter  volume
could  be  negatively effected.  The increased volume  and  lower
manufacturing costs resulted in an operating profit for the third
quarter and on a year to date basis.

International Operations

      The  fluctuations of European currencies and  to  a  lesser
extent the Indonesian Rupiah have and will continue to impact the
Company's  International operations which comprise  approximately
45%  of  total  revenues. In addition, many European  governments
have  enacted or are in the process of enacting mechanisms  aimed
at  lowering  the cost of pharmaceuticals. Currency  fluctuations
and  governmental  actions to reduce or not  allow  increases  of
prices  have affected revenue. The Company cannot predict  future
currency fluctuations including potential devaluations or  future
governmental  pricing actions or their impact  on  the  Company's
results.
Financial Condition

           Working  capital  at  September 30,  1997  was  $138.8
million  compared  to $119.2 million at December  31,  1996.  The
current ratio was 2.07:1 at September 30, 1997 compared to 1.77:1
at year end. Long-term debt to stockholders' equity was 1.23:1 at
September 30, 1997 compared to 1.26:1 at December 31, 1996.

      The change in the ratios relative to December 31, 1996, was
impacted  by  the sale in June 1997 of approximately 1.3  million
shares  of Class B Common stock for approximately $20.4  million.
The  proceeds of the sale were used to repay short term debt.  At
September 30, 1997, short term debt was $39.2 million compared to
$61.0  million  at  December 31, 1996. Long-term  debt  increased
relative  to  year  end  as a portion  of  the  purchase  of  the
decoquinate  business  and  certain  capital  expenditures   were
financed with long-term debt.

     The Company's Class B Common stock was sold to the Company's
principal   shareholder,   A.L.   Industrier   AS   pursuant   to
Subscription  agreement.  The agreement  also  provided  for  the
issuance  of  rights to the Class A shareholders to purchase  one
share of Class A Common stock for $16.34 per share for every  six
shares  of  Class A Common held. The Class A rights  distribution
was  made in the third quarter with a prospectus. The rights  are
transferable and have a term expiring on November 25,  1997.  The
Company  cannot  predict whether all rights  will  be  exercised,
however,  if  all rights are exercised the Company  will  receive
proceeds of approximately $37.0 million.

      Most  balance sheet captions decreased as of September  30,
1997  compared to December 1996 in U.S. Dollars as the functional
currencies  of the Company's principal foreign subsidiaries,  the
Norwegian  Krone  and Danish Krone, depreciated versus  the  U.S.
Dollar  in the nine months of 1997 by approximately 10% and  13%,
respectively.  The decreases do impact to some degree  the  above
mentioned  ratios.  The  approximate  decrease  due  to  currency
translation  of  selected captions was: accounts receivable  $5.1
million,  inventories $5.6 million, accounts payable and  accrued
expenses  $4.0  million, long term debt $4.5 million,  and  total
stockholders' equity $13.5 million.

___________

Certain  statements  made in this Form 10Q,  are  forward-looking
statements  made  pursuant to the safe harbor provisions  of  the
Securities Litigation Reform Act of 1995. Such statements involve
certain  risks and uncertainties that could cause actual  results
to   differ   materially  from  those  in  the  forward   looking
statements. Information on other significant potential risks  and
uncertainties not discussed herein may be found in the  Company's
filings with the Securities and Exchange Commission including its
Form 10K for the year ended December 31, 1996.


                  PART II.  OTHER INFORMATION



Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      11.  Computation of Earnings per Common Share for the three
and nine months ended September 30, 1997 and 1996.

(b)       Reports on Form 8-K

      On  July  3, 1997, the Company filed a report on  Form  8-K
dated June 27, 1997 reporting Item 9. "Sales of Equity Securities
pursuant to Regulation S".

       The   event  reported  was  an  amendment  to  the   Stock
Subscription Agreement signed with A.L. Industrier and  the  sale
of 1,273,438 shares of Class B Common stock to A.L. Industrier on
June 27, 1997.






                           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: November 7, 1997        /s/ Jeffrey E. Smith___
                              Jeffrey E. Smith
                              Vice President,
                              and Chief Financial Officer