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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                            FORM 10-Q


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


For quarter ended                  Commission file number 1-8593
June 30, 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 August 1, 1997:

    Class A Common Stock, $.20 par value -- 13,576,675 shares;
    Class B Common Stock, $.20 par value --  9,500,000 shares.






                          ALPHARMA INC.
                              INDEX
                         ______________

                                                       Page No.


PART I.  FINANCIAL INFORMATION

   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheet as of
   June 30, 1997 and December 31, 1996                     3

     Consolidated Statement of Operations for the
     Three and Six Months Ended June 30, 1997
     and 1996                                              4

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

     Notes to Consolidated Condensed Financial
     Statements                                               6-9


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                   10-15

PART II.  OTHER INFORMATION

   Item 4.  Submission of Matters to a Vote
            of Security Holders                            16

  Item  6.   Exhibits and reports on Form   8-K            16

             Signatures                                    17

 Exhibit 11 - Computation of Earnings per Common Share   18-19
                                
                                
                 ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED BALANCE SHEET
                    (In thousands of dollars)



                                            June 30,
                                              1997    December 31,
                                          (Unaudited)     1996
ASSETS
Current assets:
  Cash and cash equivalents              $ 10,505      $15,944
  Accounts receivable, net                  98,028     120,551
  Inventories                              127,645     123,585
  Other                                     14,904      14,779
     Total current assets                  251,082     274,859

Property, plant and equipment, net         197,727     209,803
Intangible assets                          113,389       119,918
Other assets and deferred charges            8,097       8,827
          Total assets                    $570,295     $613,407

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt       $  5,928     $  4,966
  Short-term debt                           30,444       60,952
  Accounts payable and accrued liabilities  72,599      88,288
  Accrued and deferred income taxes          1,282       1,445
     Total current liabilities             110,253     155,651

Long-term debt                             226,070      233,781
Deferred income taxes                       28,461       29,882
Other non-current liabilities                7,129       8,051

Stockholders' equity:
   Class A Common Stock                      2,770       2,762
   Class B Common Stock                      1,900       1,646
   Additional paid-in-capital              142,862     122,252
   Foreign currency translation
     adjustment                             (1,753)     10,491
   Retained earnings                        58,708      54,996
   Treasury stock, at cost                 (6,105)      (6,105)
     Total stockholders' equity            198,382     186,042

          Total liabilities and
           stockholders' equity           $570,295    $613,407




           The accompanying notes are an integral part
       of the consolidated condensed financial statements.
                      ALPHARMA INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF OPERATIONS
                                (Unaudited)
                   (In thousands, except per share data)

                              Three Months Ended       Six Months Ended
                                    June 30,               June 30,
                              1997       1996         1997         1996

Total revenue               $118,986    $121,219     $240,410   $249,029
Cost of sales                 67,546      71,462      140,848    144,753
Gross profit                  51,440      49,757       99,562    104,276
   Selling, general and
     administrative expenses  41,500      52,180       80,748     94,124

Operating income (loss)        9,940     (2,423)       18,814     10,152

   Interest expense          (4,490)     (4,964)      (9,332)   (10,010)
   Other income (expense),
      net                        130         128       (167)       304
Income(loss)before provision
 for income taxes              5,580     (7,259)        9,315        446
   Provision (benefit)
      for income taxes         2,110     (2,757)        3,585        171
Net income (loss)           $  3,470   $ (4,502)     $  5,730  $    275

Average common shares
 outstanding:
   Primary                      21,868      22,045     21,824      22,232
Fully diluted                   21,882      22,045     21,852       22,232
Earnings(loss)per common share:

  Primary                      $   0.16     $  (0.20)   $   0.26   $   0.01

  Fully  diluted                $   0.16    $  (0.20)   $    0.26  $   0.01
  Dividends per common share  $  0.045    $  0.045     $   0.09  $   0.09

                The accompanying notes are an integral part
            of the consolidated condensed financial statements.
                      ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                         (In thousands of dollars)
                                (Unaudited)

                                                 Six Months Ended
                                                   June 30,
                                               1997             1996
Operating Activities:
  Net income                                $ 5,730           $   275
  Adjustments to reconcile net
   income to net cash provided
   by operating activities, principally
   depreciation and amortization             15,123             16,134
  Non-current asset write-off                    -               4,316
  Changes in assets and liabilities:
     Decrease in accounts receivable         17,117             14,459
     (Increase) in inventory                 (9,771)            (6,145)
     (Decrease) in accounts
       payable and accrued expenses          (11,810)          (16,587)
     Other, net                                  545                (4)
       Net cash provided by
         operating activities                  16,934            12,448

Investing Activities:
  Capital expenditures                        (11,697)          (16,065)

Financing Activities:
  Dividends paid                               (2,018)          (1,965)
  Net repayment under lines of credit         (28,469)          (1,609)
  Proceeds from long-term debt                  1,506            6,110
  Reduction of long-term debt                  (2,031)          (6,569)
  Proceeds from issuance of common stock       20,872              926
          Net cash used in
        financing activities                  (10,140)          (3,107)

Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                     (1,270)           (655)
  Income tax effect of exchange rate
    changes on intercompany advances               734             308
     Net cash flows from exchange
               rate changes                        (536)          (347)

Decrease in Cash                                 (5,439)        (7,071)
Cash and cash equivalents at
  beginning of year                               15,944         18,351
Cash and cash equivalents at
  end of period                                   $10,505       $11,280



             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   six   month   periods  ended  June  30,  1997  are  not   necessarily
indicative of the results to be expected for the full year.

2.   Inventories

     Inventories consist of the following:

                                   June 30,    December 31,
                                     1997          1996

     Finished product              $71,925      $ 69,629
     Work-in-process                20,884        17,126
     Raw materials                  34,836        36,830
                                  $127,645      $123,585

3.   Supplemental Cash Flow Information:

                                     Six Months Ended
                                   June 30,      June 30,
                                     1997          1996

     Cash paid for interest        $9,537         $9,864
     Cash paid for taxes
        (net of refunds)         $(3,157)         $5,746

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.

       A   summary  of  the  1996  second  quarter  charges  and   expenses
resulting   from   the  approved  plan  which  are  included   in   selling
general and administrative expenses follows:

Pre-Tax       
Amount        Description
              
  $4,400      Severance  and  employee termination  benefits  for
              175  Copenhagen employees and 200 employees in  the
              United  States. All employees were notified of  the
              plan after the approval by the Board in May 1996.
              
     200      Stay bonus accrued, as earned.
              
   4,300      Write-off of buildings, leasehold improvements  and
              machinery and equipment.
              
   1,500      Accrual   of  the  non  cancelable  term   of   the
              operating leases and estimated refurbishment  costs
              for USPD facilities.
              
              Exit  costs for demolition of facilities, clean  up
   1,700      costs and other.
 $12,100      


5.   Class B Common Stock Subscription and Planned 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  Class  A
rights  distribution  will be made with a prospectus.  The  final
details,  terms and conditions have not been finalized,  however,
they are expected to be transferable and have a term expiring  on
November 25, 1997. 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 pay 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 sale  of
stock  was  completed for cash on June 27, 1997. Accordingly,  at
June  30,  1997 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.

      In  addition,  upon  issuance of the Class  A  rights,  the
exercise price of the 3,600,000 warrants outstanding ($21.945 per
share) will be adjusted pursuant to the warrant agreement.

6.   Long-term Debt

      On April 10, 1997, the existing credit facility was amended
to  increase  the available credit from $170,000 to $180,000.  At
June  30,  1997, the Company had $163,150 outstanding  under  the
facility.

7.        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 June 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  under  accounting
standards and components of comprehensive income 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,"
changes  the  way  public  companies  report  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 - Six Months Ended June 30, 1997

      Total  revenue  decreased $8.6 million (3.5%)  in  the  six
months ended June 30, 1997 compared to 1996. Operating income  in
1997 was $18.8 million, an increase of $8.7 million, compared  to
1996.  Net income was $5.7 million ($.26 per share fully diluted)
compared  to $.3 million ($.01 per share fully diluted) in  1996.
Net income in 1996 is reduced by approximately $8.7 million ($.39
per share) for severance incurred in the first quarter related to
the  reorganization of the International Pharmaceuticals Division
("IPD") sales and marketing function in the Nordic countries  and
for    charges    and   expenses   resulting   from    production
rationalization  plans  in the IPD and the  U.S.  Pharmaceuticals
Division  ("USPD")  in  the second quarter.  (See  section  "1996
Management Actions.")

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

      Revenues  in the Human Pharmaceutical Segment ("HPS")  were
lower  than  1996  and  accounted for  the  consolidated  revenue
decline.  Revenues declined in the USPD as a result of reductions
in   net   prices   due  to  a  fundamental  shift   in   generic
pharmaceutical  industry  distribution, purchasing  and  stocking
patterns  while overall volume was approximately equal  to  1996.
(See "U.S. Generic Pharmaceutical Industry".) In the IPD revenues
were lower as a result primarily of the effect of translation  of
sales  in Scandinavian currencies into the U.S. dollar.  For  the
first  six months of 1997 average exchange rates for Scandinavian
currencies  where  IPD  conducts a  substantial  portion  of  its
business  have declined by approximately 6%-11% compared  to  the
comparable period in 1996. Sales of Fine Chemicals increased  due
principally higher volume.

     Within  the  Animal Health Segment, Animal  Health  Division
revenues  increased  primarily due to increased  volume  of  most
major  products  including BMDr within  the  poultry,  swine  and
international  markets. Aquatic Animal Health  division  revenues
increased  compared  to  1996  due  to  increased  sales  in  the
Norwegian fish vaccine market.

     On a consolidated basis, gross profit decreased $4.7 million
and the gross margin percent decreased to 41.4 % in 1997 compared
to 41.9% in 1996.

      The  decrease resulted from lower net sales prices  in  the
USPD  which  directly lowered margins offset  only  partially  by
lower   overall   manufacturing  expenses  resulting   from   the
production   rationalization   plan   which   consolidated   USPD
production in two locations. IPD experienced lower gross  profits
and  margins due mainly to translation effects. Animal Health had
higher gross profits and margins due to increased volume of  most
products  including  BMD  offsetting  lower  prices  in   certain
markets.

      Operating expenses on a consolidated basis decreased  $13.4
million  or  14.2%. Included in operating expenses  in  1996  are
charges  incurred  in  the first quarter for  severance  of  $1.9
million relating to the reorganization of the sales and marketing
function  for IPD in the Nordic countries. In the second  quarter
of  1996  charges and expenses of $12.1 million were incurred  in
connection  with production rationalization plans implemented  by
IPD  and  USPD.  Without the charges and expenses totaling  $14.0
million,  expenses  were  approximately  $80.1  million  in  1996
compared  to $80.7 million in 1997. The minor growth  reflects  a
continued  emphasis  on  cost control, a  reduction  of  expenses
resulting  from  prior  year  management  actions  which  reduced
payroll  and translation effects on expenses incurred in  foreign
currencies  offset by planned increases in certain  expenses  and
increases  in  administrative expenses resulting  from  personnel
changes and employee incentive programs.

      Operating  income as reported increased $8.7 million  as  a
result  of  decreased  gross profit in dollars  being  completely
offset by lower operating expenses.

      Interest  expense decreased $.7 million due to  lower  debt
levels and generally lower interest rates in 1997.

      Other, net in 1997 was a $.2 million loss compared  to  $.3
million  income  in  1996.  Foreign exchange  transaction  losses
included  in  other, net in 1997 and 1996 were approximately  $.4
million  and  $.1  million, respectively. The loss  in  1997  was
primarily  the result of the strengthening of the U.S. dollar  in
the first half of 1997.

Results of Operations - Three Months Ended June 30, 1997

      Total revenue decreased $2.2 million (1.8%) in three months
ended  June 30, 1997 compared to 1996. Operating income was  $9.9
million  in 1997 compared to a loss of $2.4 million in 1996.  Net
income  in 1997 was $3.5 million ($.16 per share) compared  to  a
loss  of $4.5 million ($.20 loss per share). The net loss in 1996
is  the result of charges and expenses of approximately $.34  per
share,  due  to  the  approval  and  commencement  of  plans  for
production rationalization by IPD and USPD in the second quarter.
(See section "1996 Management Actions.")

      Revenues decreased in the Human Pharmaceuticals Segment and
increased  in  the Animal Health Segment. Overall  revenues  were
approximately $3.0 million lower due to translation of  sales  in
foreign currency into the U.S. dollar.

      Revenues  in  the  Human Pharmaceuticals  Segment  declined
primarily  due to lower USPD sales. USPD revenues were  adversely
affected   by  lower  prices  and  volumes  resulting  from   the
fundamental  shift  in generic industry distribution,  purchasing
and  stocking  patterns which commenced in the third  quarter  of
1996. (i.e. The second quarter of 1996 was prior to the change in
the  industry.  See "U.S. Generic Pharmaceutical Industry.")  IPD
sales  were marginally lower as increased volume for current  and
new  products  was  offset  by  the  translation  effects  of   a
strengthening U.S. dollar. Fine Chemicals sales increased due  to
increased sales volume.

      Within  the  Animal Health Segment, Animal Health  Division
("AHD") revenues increased due to sales volume of BMDr and  other
feed  additives  offset  in part by some price  erosion.  In  the
second quarter of 1996, the AHD was negatively impacted by higher
U.S.  grain prices which lowered use and prices of feed additives
particularly  to  the U.S. poultry market. In 1997  grain  prices
have returned to more normal levels.

     On a consolidated basis, gross profit increased $1.7 million
and  the gross margin percent increased to 43.2% in 1997 compared
to  41.0% in 1996. The increase resulted from increased volume of
sales  in  the higher margin Animal Health Segment and  increased
gross  margin  percent for USPD where price and  volume  declines
were  offset by cost reductions resulting mainly from  production
rationalizations which were implemented in 1996.

      Operating expenses on a consolidated basis decreased  $10.7
million.  Included in operating expenses in 1996 are charges  and
expenses   of   $12.1   million  relating   to   the   production
rationalization  approved for IPD and USPD. Without  the  charges
for   production  rationalization,  expenses  increased  by  $1.4
million.  The increase reflects additional selling and  marketing
and  administrative expenses for 1997 employee incentive programs
and additional expenses incurred for personnel changes offset  by
a  continued  emphasis on cost control, a reduction  of  expenses
resulting  from  prior  year  management  actions  which  reduced
payroll  and translation effects of expenses incurred in  foreign
currencies.

      As  a result of increased gross profits and the absence  of
charges  for management actions, 1997 operating income  was  $9.9
million compared to a $2.4 million operating loss in 1996.

      Interest  expense decreased $.5 million  due  to  generally
lower  interest  rates in 1997 and to a lesser  extent  decreased
average debt levels in 1997.

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
estimates  the annual expense reduction by 1997 from this  action
at over $1.0 million.
     Production Rationalization

      In  May 1996, the Board of Directions 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 net reduction of approximately 100 employees.  The
rationalization plan resulted in a charge in the  second  quarter
for  severance  for Copenhagen employees, write-off  for  certain
buildings and machinery and equipment and other exit costs.

       In   May  1996,  the  Board  of  Directors  approved   the
acceleration  of  a  plan by USPD to move all  suppositories  and
cream  and ointment production from two present locations to  the
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  acceleration  plan
resulted  in  a  second  quarter  of  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.

     Because of the time necessary to complete the transfers, the
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.

      The  production rationalization plans required charges  and
expenses  in  the second quarter of $12.1 million which  includes
$4.4  million  for severance, $4.3 million for facilities  write-
offs,  $1.5  million  for  lease and  refurbishment  costs,  $1.7
million  for  other exit costs and $.2 million for  accrued  stay
bonus.

      The  production rationalization plans have begun to benefit
operations  in  1997  for  USPD  and  are  expected  to   benefit
operations beginning in the second half of 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 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. 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.

      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 appear to have  declined  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 have declined substantially
compared  to  the  second quarter of 1996,  but  have  stabilized
relative  to  the  second half of 1996 and the first  quarter  of
1997.  There is however, continued pressure on pricing  by  major
customers.  The stabilization of pricing and lower  manufacturing
costs  resulted  in  USPD achieving an operating  profit  in  the
second quarter although on a year to date basis USPD has incurred
an operating loss.

European Operations

      The  fluctuations  of  European currencies  have  and  will
continue  to  impact  the  Company's  European  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 or future
governmental  pricing actions or their impact  on  the  Company's
results.

Financial Condition

           Working  capital at June 30, 1997 was  $140.8  million
compared  to  $119.2 million at December 31,  1996.  The  current
ratio was 2.27:1 at June 30, 1997 compared to 1.77:1 at year end.
Long-term  debt to stockholders' equity was 1.14:1  at  June  30,
1997 compared to 1.26:1 at December 31, 1996.

     The improvement in the ratios relative to December 31, 1996,
is primarily the result of 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 June 30, 1997, short term debt was $30.4  million
compared to $61.0 million at December 31, 1996.

     The Company's Class B Common stock was sold to the Company's
principal shareholder, A.L. Industrier AS pursuant to an  amended
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 will be made with  a
prospectus. The final details, terms and conditions have not been
finalized, however, they are expected to be transferable and have
a  term expiring on November 25, 1997. The Company cannot predict
whether the 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 June 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 six months of 1997 by approximately 12%  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  $5.5
million,  inventories $5.8 million, accounts payable and  accrued
expenses  $3.7  million, long term debt $6.2 million,  and  total
stockholders' equity $12.2 million.

___________

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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)       Alpharma Inc. annual meeting was held on May 28, 1997.

(b)  Proxies  were  solicited by Alpharma Inc. and there  was  no
     solicitation in opposition to the nominees listed in the proxy
     statement.  All  such nominees were elected to  the  classes
     indicated in the proxy statement pursuant to the vote of the
     stockholders as follows:

                                           Votes
     Class A Directors               For          Withheld

     Thomas G. Gibian             11,997,243       685,794
     Peter G. Tombros             11,998,243       684,794

     Class B Directors

     I.   Roy Cohen               32,906,248             0
     Glen E. Hess                 32,906,248             0
     Gert W. Munthe               32,906,248             0
     Einar W. Sissener            32,906,248             0
     Erik G. Tandberg             32,906,248             0

(c)  An  Amendment  to the Company's 1983 Incentive Stock  Option
     Plan was approved by a vote of:

                     For          41,482,470
                     Against       3,054,570
                     Abstain          34,088
                     No Vote       1,018,157


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      11.  Computation of Earnings per Common Share for the three
and six months ended June 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:  August 8, 1997         /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer