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                            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
March 31, 1999

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

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

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

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

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


                   YES    X         NO

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of April 30, 1999:

     Class A Common Stock, $.20 par value -- 18,004,928 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
     March 31, 1999 and December 31, 1998                   3

     Consolidated Statement of Income for the
     Three Months Ended March 31, 1999 and 1998             4

     Consolidated Condensed Statement of Cash
     Flows for the Three Months Ended March 31,
     1999 and 1998                                          5

     Notes to Consolidated Condensed Financial
     Statements                                                 6-13


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                     14-20



PART II.  OTHER INFORMATION


   Item 6.  Exhibits and Reports on Form 8-K                 21

   Signatures                                                22


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

                                              March 31,     December 31,
                                                1999            1998
ASSETS
Current assets:
  Cash and cash equivalents                 $  11,266        $ 14,414
  Accounts receivable, net                    145,844         169,744
  Inventories                                 140,492         138,318
  Prepaid expenses and other
   current assets                              12,226          13,008

     Total current assets                     309,828         335,484

Property, plant and equipment, net            237,694         244,132
Intangible assets, net                        304,098         315,709
Other assets and deferred charges              23,731          13,611
          Total assets                       $875,351        $908,936

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt          $  9,852        $ 12,053
  Short-term debt                              17,769          41,921
  Accounts payable and accrued expenses       101,201         105,679
  Accrued and deferred income taxes             6,660          10,784
     Total current liabilities                135,482         170,437

Long-term debt:
  Senior                                      236,484         236,184
  Convertible subordinated notes,
     including $67,850 to related party       192,850         192,850
Deferred income taxes                          31,180          31,846
Other non-current liabilities                   9,178          10,340

Stockholders' equity:
  Class A Common Stock                          3,640           3,551
  Class B Common Stock                          1,900           1,900
  Additional paid-in-capital                  230,228         219,306
  Accumulated other comprehensive
    loss                                     (22,245)         (7,943)
  Retained earnings                            62,838          56,649
  Treasury stock, at cost                     (6,184)         (6,184)
     Total stockholders' equity               270,177         267,279
          Total liabilities and
           stockholders' equity              $875,351        $908,936

               The accompanying notes are an integral part
           of the consolidated condensed financial statements.
                                     
                      ALPHARMA INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF INCOME
                  (In thousands, except per share data)
                                (Unaudited)
     
                                                Three Months Ended
                                                      March 31,
                                                   1999       1998
     
     Total revenue                              $156,759    $126,562
        Cost of sales                             88,367      73,145
     Gross profit                                 68,392      53,417
     
        Selling, general and
          administrative expenses                 50,071      40,007
     
     Operating income                             18,321      13,410
     
        Interest expense                         (7,466)     (4,490)
        Other, net                                   943       (201)
     
     Income before provision for income taxes     11,798       8,719
     
        Provision for income taxes                 4,362       3,317
     Net income                                   $7,436     $ 5,402
     
     Earnings per common share:
       Basic                                     $  0.27     $  0.21
       Diluted                                   $  0.27     $  0.21
     
     Dividend per common share                   $  .045     $  .045
     
     
     
                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)
                                                   Three Months Ended
                                                        March 31,
                                                     1999         1998
Operating Activities:
  Net income                                           $7,436    $5,402
  Adjustments to reconcile net
   income to net cash provided
   by operating activities, principally
   depreciation and amortization                       10,582    7,969
  Changes in assets and liabilities,
   net of effects from business
   acquisitions:
       Decrease in accounts receivable                17,605    12,619
       (Increase) in inventory                        (6,968)   (4,751)
       (Decrease) in accounts payable,
         accrued expenses and taxes payable           (3,634)    (5,679)
       Other, net                                       (877)    (1,460)
         Net cash provided by
         operating activities                          24,144    14,100

Investing Activities:
  Capital expenditures                                (6,739)    (6,364)
       Loan to Ascent Pediatric                       (4,000)   -
    Net cash used in investing
    activities                                       (10,739)    (6,364)

Financing Activities:
  Dividends paid                                      (1,247)    (1,142)
     Proceeds from sale of convertible
       subordinated debentures                          -       192,850
  Proceeds from senior long-term debt                187,000     -
  Reduction of senior long-term debt                (187,673)  (166,829)
   Net repayments under lines of credit              (22,777)   (30,028)
  Payments for debt issuance costs                    (3,104)    (3,750)
       Proceeds from issuance of common stock          11,011       699
     Net cash used in financing activities          (16,790)     (8,200)

Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                             (824)      (373)
  Income tax effect of exchange rate
    changes on intercompany advances                   1,061        339
     Net cash flows from exchange
            rate changes                                 237         (34)

Decrease in cash                                      (3,148)       (498)

Cash and cash equivalents at
  beginning of year                                   14,414      10,997
Cash and cash equivalents at
  end of period                                       $ 11,266   $ 10,499
                                
           The accompanying notes are an integral part
       of the consolidated condensed financial statements.

1.   General

     The accompanying consolidated condensed financial statements
include  all  adjustments (consisting only  of  normal  recurring
accruals)  which  are,  in the opinion of management,  considered
necessary for a fair presentation of the results for the  periods
presented.   These  financial  statements  should  be   read   in
conjunction   with  the  consolidated  financial  statements   of
Alpharma  Inc.  and Subsidiaries included in the  Company's  1998
Annual  Report on Form 10-K. The reported results for  the  three
month  period ended March 31, 1999 are not necessarily indicative
of the results to be expected for the full year.

2.   Inventories

     Inventories consist of the following:

                                   March 31,    December 31,
                                     1999          1998

     Finished product             $77,969       $ 68,834
     Work-in-process               28,835         25,751
     Raw materials                 33,688         43,733
                                 $140,492       $138,318

3.   Long-Term Debt

      In  January  1999,  the Company signed  a  $300,000  credit
agreement  ("1999  Credit Facility") with a consortium  of  banks
arranged  by the Union Bank of Norway, Den norske Bank A.S.,  and
Summit  Bank.  The agreement replaced the prior revolving  credit
facility  and  a  U.S. short-term credit facility  and  increased
overall  credit availability. The prior revolving credit facility
was  repaid  in  February  1999 by drawing  on  the  1999  Credit
Facility.

      The  1999  Credit Facility provides for (i) a $100,000  six
year Term Loan; and (ii) a revolving credit agreement of $200,000
with  an  initial term of five years with two possible  one  year
extensions.

      The  1999  Credit Facility has several financial covenants,
including  an  interest coverage ratio, total  debt  to  earnings
before interest, taxes, depreciation and amortization ("EBITDA"),
and equity to asset ratio.

      Interest on the facility will be at the LIBOR rate  with  a
margin  of  between .875% and 1.6625% depending on the  ratio  of
total debt to EBITDA.


Long-term debt consists of the following:
                                            March 31,   December 31,
                                               1999          1998
Senior debt:                                             
 U.S. Dollar Denominated:                                
  1999 Revolving Credit Facility (6.6%)   $187,000          -
       Prior Revolving Credit Facility                   
    (6.6 - 7.0%)                             -           $180,000
  A/S Eksportfinans                          -              7,200
  Industrial Development Revenue Bonds:                  
   Baltimore County, Maryland                            
     (7.25%)                                 4,565          4,565
     (6.875%)                                1,200          1,200
   Lincoln County, NC                        4,500          4,500
  Other, U.S.                                  265            504
                                                         
 Denominated in Other Currencies:                        
       Mortgage notes payable (NOK)         41,067         42,224
  Bank and agency development loans          7,719          7,991
(NOK)
  Other, foreign                                20             53
 Total senior debt                         246,336        248,237
                                                         
Subordinated debt:                                       
 5.75% Convertible Subordinated Notes 
      due 2005                             125,000         125,000
 5.75% Convertible Subordinated                          
       Note due 2005 - Industrier Note     67,850          67,850           
 Total subordinated debt                   192,850         192,850
                                                         
  Total long-term debt                     439,186        441,087
  Less, current maturities                   9,852         12,053
                                          $429,334       $429,034


4.   Earnings Per Share

      Basic earnings per share is based upon the weighted average
number  of common shares outstanding. Diluted earnings per  share
reflect  the  dilutive  effect  of stock  options,  warrants  and
convertible debt when appropriate.

      A reconciliation of weighted average shares outstanding for
basic  to  diluted  weighted average  shares  outstanding  is  as
follows:

(Shares in thousands)                      Three Months Ended
                                         March 31,     March 31,
                                           1999          1998
                                                     
Average shares outstanding - basic       27,255         25,350
Stock options                               430            172
Warrants                                   -               191
Convertible debt                           -               -
Average shares outstanding - diluted     27,685         25,713

      The  amount  of  dilution attributable to the  options  and
warrants determined by the treasury stock method depends  on  the
average  market  price  of the Company's common  stock  for  each
period.  Subordinated debt, convertible into 6,744,481 shares  of
common  stock at $28.59 per share, was outstanding at  March  31,
1999  and 1998 but was not included in the computation of diluted
EPS  because  the  calculation  of  the  assumed  conversion  was
antidilutive for the three months ended March 31, 1999 and  1998.
The  numerator for the calculation of both basic and  diluted  is
net income for the period.

5.   Supplemental Data

                                         Three Months Ended
                                        March 31,     March 31,
                                         1999           1998
Other income (expense), net:                       
 Interest income                       $  186           $  80
 Foreign exchange losses, net           (297)           (208)
 Amortization of debt costs             (279)           (75)
 Litigation settlement                  1,000           -
 Income from joint venture                         
       carried at equity                  300           -
 Other, net                                33                2
                                       $  943           $ (201)
                                                   
Supplemental cash flow information:                
                                                   
Cash paid for interest (net amount                 
 capitalized)                          $3,521        $6,747
Cash paid for income taxes (net of                 
 refunds)                              $5,648      $1,948

                                                   
6.        Reporting Comprehensive Income

      As  of  January 1, 1998, the Company adopted  Statement  of
Financial  Accounting  Standards No. 130 (SFAS  130),  "Reporting
Comprehensive Income."

      SFAS  130 requires foreign currency translation adjustments
to  be  included  in  other comprehensive  income  (loss).  Total
comprehensive loss amounted to approximately $6,866 and $182  for
the three months ended March 31, 1999 and 1998, respectively. The
only  components of accumulated other comprehensive loss for  the
Company are foreign currency translation adjustments.

7.        Contingent Liabilities and Litigation

      The  Company is one of multiple defendants in  80  lawsuits
alleging  personal injuries and seven class actions  for  medical
monitoring  resulting from the use of phentermine distributed  by
the  Company  and subsequently prescribed for use in  combination
with  fenflurameine or dexfenfluramine manufactured and  sold  by
other defendants (Fen-Phen Lawsuits). None of the plaintiffs have
specified  an amount of monetary damage. Because the Company  has
not  manufactured,  but  only  distributed  phentermine,  it  has
demanded  defense and indemnification from the manufacturers  and
the   insurance  carriers  of  manufacturers  from  whom  it  has
purchased  the  phentermine. The Company has received  a  partial
reimbursement  of litigation costs from one of the manufacturer's
carriers.  The  plaintiff in 34 of these lawsuits has  agreed  to
dismiss the Company without prejudice but such dismissals must be
approved   by   the  Court.  Based  on  an  evaluation   of   the
circumstances as now known, including but not solely limited  to,
1)  the fact that the Company did not manufacture phentermine, 2)
it  had  a diminimus share of the phentermine market and  3)  the
presumption  of  some insurance coverage, the  Company  does  not
expect  that  the  ultimate resolution of  the  current  Fen-Phen
lawsuits will have a material impact on the financial position or
results of operations of the Company.

     Bacitracin zinc, one of the Company's feed additive products
has  been  banned  from  sale in the European  Union  (the  "EU")
effective  July  1, 1999. While no assurance of  success  can  be
given,  the  Company  is actively pursuing initiatives  based  on
scientific  evidence  available for the  product,  to  limit  the
effects  of  this ban. In addition, certain other countries,  not
presently material to the Company's sales of bacitracin zinc have
either followed the EU's ban or are considering such action.  The
existing  governmental actions negatively  impact  the  Company's
business but are not material to the Company's financial position
or  results  of operations. However, an expansion of the  ban  to
further  countries  where  the  Company  has  material  sales  of
bacitracin  based  products could be material  to  the  financial
condition and results of operations of the Company.

      The  Company and its subsidiaries are, from time  to  time,
involved  in other litigation arising out of the ordinary  course
of  business.  It  is the view of management, after  consultation
with  counsel, that the ultimate resolution of all other  pending
suits   should  not  have  a  material  adverse  effect  on   the
consolidated financial position or results of operations  of  the
Company.


8.   Business Acquisition

      On  May  7,  1998, the Company acquired all of the  capital
stock  of  Cox Investments Ltd. and its wholly owned  subsidiary,
Arthur  H.  Cox  and Co., Ltd. and all of the  capital  stock  of
certain  related marketing subsidiaries ("Cox") from  Hoechst  AG
for  a  total  purchase  price  including  direct  costs  of  the
acquisition  of  approximately  $198,000.  Cox's  operations  are
included  in IPD and are located primarily in the United  Kingdom
with  distribution  operations located  in  Scandinavia  and  the
Netherlands.  Cox  is a generic pharmaceutical  manufacturer  and
marketer  of tablets, capsules, suppositories, liquids, ointments
and creams.

      The  acquisition was accounted for in accordance  with  the
purchase  method.  The  fair value of  the  assets  acquired  and
liabilities  assumed  and  the results of  Cox's  operations  are
included  in  the  Company's  consolidated  financial  statements
beginning  on the acquisition date, May 7, 1998. The  Company  is
amortizing the acquired goodwill (approximately $160,000) over 35
years using the straight line method.

     The following pro forma information on results of operations
for  the period presented assumes the purchase of Cox as  if  the
companies had combined at the beginning of 1998:

                               Pro Forma
                           Three Months Ended
                              March 31,1998
                               (Unaudited)
                              
        Revenues              $149,500
        Net income              $4,150
        Basic EPS                $0.16
        Diluted EPS              $0.16



9.   Business Segment Information

      The  Company's  reportable segments are five  decentralized
divisions  (i.e. International Pharmaceuticals Division  ("IPD"),
Fine  Chemicals  Division ("FCD"), U.S. Pharmaceuticals  Division
("USPD"),  Animal  Health  Division ("AHD")  and  Aquatic  Animal
Health  Division  ("AAHD"). Each division  has  a  president  and
operates  in  distinct business and/or geographic  area.  Segment
data   includes  immaterial  intersegment  revenues   which   are
eliminated in the consolidated accounts.

      The  operations  of  each segment are  evaluated  based  on
earnings  before  interest  and  taxes.  Corporate  expenses  and
certain other expenses or income not directly attributable to the
segments are not allocated.


                           Three Months Ended March 31,
                     1999        1998         1999       1998
                          Revenues                 Income
                                                        
IPD               $60,145      $35,362      $5,457      
                                                        $1,980
USPD               39,436       37,041       2,121         720
FCD                15,433       12,281       5,754      
                                                         3,591
AHD                40,471       38,947       9,350      
                                                         8,285
AAHD                2,112        3,718       (920)         (3)
Unallocated and                                         
 eliminations       (838)        (787)     (2,498)      (1,364)
                  $156,759    $126,562                  
Interest expense                           (7,466)      (4,490)
  Pretax income                            $11,798     $ 8,719


10.  Strategic Alliances

Joint Venture:

      In  January  1999,  the  AHD contributed  the  distribution
business of its Wade Jones Company ("WJ") into a partnership with
G&M  Animal  Health  Distributors and T&H  Distributors.  The  WJ
distribution  business  which was  merged  had  annual  sales  of
approximately  $30,000 and assets (primarily accounts  receivable
and  inventory) of less than $10,000. The Company owns 50% of the
new  entity,  WYNCO LLC ("WYNCO"). The Company accounts  for  its
interest in WYNCO under the equity method.

      WYNCO  is a regional distributor of animal health  products
and  services primarily to integrated poultry and swine producers
and  independent dealers operating in the Central South West  and
Eastern  regions  of the U.S. WYNCO is the exclusive  distributor
for  the  Company's  animal  health products.  Manufacturing  and
premixing operations at WJ remain part of the Company.

Ascent Loan Agreement and Option:

      On  February  4,  1999, the Company  entered  into  a  loan
agreement with Ascent Pediatrics, Inc. ("Ascent") under which the
Company  will  provide up to $40,000 in loans  to  Ascent  to  be
evidenced  by  7 1/2%  convertible  subordinated  notes  due   2005.
Pursuant to the loan agreement, up to $12,000 of the proceeds  of
the  loans  can  be  used  for general corporate  purposes,  with
$28,000  of  proceeds  reserved  for  projects  and  acquisitions
intended  to enhance growth of Ascent. As of March 31, 1999,  the
Company has advanced $4,000 to Ascent under the agreement.

      In  addition, Ascent and the Company have entered  into  an
agreement under which the Company will have the option during the
first  half of 2002 to acquire all of the then outstanding shares
of Ascent for cash at a price to be determined by a formula based
on Ascent's operating income.

      The  transactions are subject to the approval  of  Ascent's
stockholders at a meeting expected to be held during  the  second
quarter of 1999.

11.  Subsequent Event

      In  April  1999,  the Company's IPD purchased  the  generic
pharmaceutical  business  Jumer  Laboratories  SARL  and  related
companies  of  the  Cherqui group in Paris, France.  The  Cherqui
group  generated revenues in 1998 of approximately $10.0 million.
The   acquisition   consisted   of   products,   trademarks   and
registrations  and will be accounted for in accordance  with  the
purchase method.

12.  Recent Accounting Pronouncements

      In  June  1998,  the Financial Accounting  Standards  Board
(FASB)  issued  Statement of Financial Accounting  Standards  No.
133,   "Accounting   for  Derivative  Instruments   and   Hedging
Activities"  (SFAS  133). SFAS 133 is effective  for  all  fiscal
quarters  of  all  fiscal years beginning  after  June  15,  1999
(January  1,  2000 for the Company). SFAS 133 requires  that  all
derivative instruments be recorded on the balance sheet at  their
fair value. Changes in the fair value of derivatives are recorded
each  period  in current earnings or other comprehensive  income,
depending  on  whether a derivative is designated as  part  of  a
hedge transaction and, if it is, the type of hedge transaction.

      SFAS  133 is not expected to have a material impact on  the
Company's consolidated results of operations, financial  position
or cash flows.




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

Overview

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

1999

    In   January,   the  Company  contributed  the  distribution
     business  of our Wade Jones subsidiary into a joint  venture
     with  two  similar third-party distribution businesses.  The
     new entity, which is a regional distributor of animal health
     products  in the Central South West and Eastern  regions  of
     the U.S., is 50% owned by Alpharma.

    In  January, the Company completed negotiations  to  replace
     its  revolving  credit facility and existing domestic  short
     term  credit lines with a comprehensive syndicated  facility
     which  provides for increased borrowing capacity  of  up  to
     $300.0 million.

    In  February,  USPD  entered into an agreement  with  Ascent
     Pediatrics,   Inc.,   a  branded  pediatric   pharmaceutical
     company, under which USPD will provide up to $40 million  in
     loans  in  the form of convertible debenture to  Ascent.  In
     addition, the Company will have the option to acquire Ascent
     in  2002  for  a  price based on Ascent's operating  income.
     These  transactions are subject to the approval of  Ascent's
     stockholders.

    In  April,  IPD  purchased a French  generic  pharmaceutical
     business.  The  cash required to acquire  the  business  and
     repay existing loans was approximately $26.0 million.


Results of Operations - Three Months Ended March 31, 1999

      Total revenue increased $30.2 million (23.9%) in the  three
months ended March 31, 1999 compared to 1998. Operating income in
1999 was $18.3 million, an increase of $4.9 million, compared  to
1998.  Net  income  was  $7.4 million ($.27  per  share  diluted)
compared to $5.4 million ($.21 per share diluted) in 1998.

      Revenues increased in the Human Pharmaceuticals business by
$30.4  million  and  were approximately the same  in  the  Animal
Health business. Currency translation of international sales into
U.S. dollars was not a major factor in the increases or decreases
of  any business segment. Changes in revenue and major components
of  change  for  each  division in the three month  period  ended
March 31, 1999 compared to March 31, 1998 are as follows:

      Revenues in IPD increased by $24.8 million due primarily to
the  Cox acquisition in 1998 ($26.7 million) and the introduction
of  new  products  offset partially by lower  volume  in  certain
markets. Revenues in FCD increased by $3.2 million due mainly  to
volume  increases  in  vancomycin and  polymyxin.  USPD  revenues
increased  $2.4 million due to volume increases in  new  products
and  revenue from licensing activities offset partially by  lower
net pricing. AHD revenues increased $1.5 million due to increased
volume  in  the  poultry and cattle markets offset  partially  by
sales  previously  recorded  by  Wade  Jones  company  now  being
recorded  by  Wynco,  the  company's joint  venture  distribution
company.(i.e.  Wynco joint venture revenues are not  included  in
the  Company's consolidated sales effective in January 1999  when
the  joint venture commenced.) AAHD sales were $1.6 million lower
due to market developments which resulted in lower vaccine volume
in the Norwegian salmon market.

      On  a  consolidated  basis, gross  profit  increased  $15.0
million  and the gross margin percent increased to 43.6% in  1999
compared to 42.2% in 1998.

      A major portion of the increase in dollars results from the
Cox  acquisition.  Other  increases are  attributable  to  higher
volume,  manufacturing cost reductions and yield efficiencies  in
AHD and FCD and sales of new products and licensing activities in
IPD and USPD.

      Partially  offsetting increases were  volume  decreases  in
certain  IPD markets, lower vaccine sales by AAHD and  lower  net
pricing primarily in USPD.

      Operating  expenses increased $10.1 million and represented
31.9%   of   revenues  in  1999  compared  to  31.6%   in   1998.
Approximately  half of the increase is attributable  to  the  Cox
acquisition. Other increases included professional and consulting
fees  for  litigation and administrative actions  to  attempt  to
reverse  the  European Union ban on bacitracin  zinc,  consulting
expenses for information technology and acquisitions, and  annual
increases in compensation including increased incentive programs.

       Operating  income  increased  $4.9  million  (36.6%).  IPD
accounted for $3.5 million of the increase primarily due  to  Cox
operating income. Increases were recorded by AHD due primarily to
increased  volume,  by  USPD due to new  products  and  licensing
activities,  and  by  FCD due to increased volume.  Increases  in
certain  operating expenses and lower AAHD income due  to  market
developments offset increased operating income to some extent.

      Interest  expense  increased in 1999 by  $3.0  million  due
primarily to debt incurred to finance the acquisition of Cox  and
other  1998 acquisitions offset partially by increased cash  flow
in  1999  which lowered overall debt levels relative to year  end
1998.

      Other, net was $.9 million income in 1999 compared to ($.2)
million   expense  in  1998.  1999  included  patent   litigation
settlement  income  of $1.0 million and equity  income  from  the
Wynco joint venture of $.3 million.

Management Actions

      The dynamic nature of our business gives rise, from time to
time,   to  additional  opportunities  to  rationalize  personnel
functions    and   operations   to   increase   efficiency    and
profitability.   Management  is  continuously   reviewing   these
opportunities and may take actions in the future which  could  be
material  to  the results of operations in the quarter  they  are
announced.

Year 2000

General

   The Year 2000 ("Y2K") issue is primarily the result of certain
computer  programs and embedded computer chips  being  unable  to
distinguish  between the year 1900 and 2000.  As  a  result,  the
Company  along with all other business and governmental entities,
is at risk for possible miscalculations of a financial nature and
systems  failures which may cause disruptions in its  operations.
The  Company can be affected by the Y2K readiness of its  systems
or  the  systems  of  the  many  other  entities  with  which  it
interfaces, directly or indirectly.

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

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

     Phase 1:  Awareness/Assessment  -  identify,  quantify   and
               prioritize business and financial risks by area.
     
     Phase 2:  Budget/Plan/Timetable - prepare a  plan  including
               costs   and  target  dates  to  address  phase   1
               exposures.
     
     Phase 3:  Implementation  -  execute the  plan  prepared  in
               phase 2.
     
     Phase 4:  Testing/Validation  -  test   and   validate   the
               implemented  plans to insure the Y2K exposure  has
               been eliminated or mitigated.

State of Readiness

     The Company summarizes its divisions' state of readiness  at
March 31, 1999 as follows:

Information Systems and Hardware

                                         Quarter forecasted
                    Approximate range    for substantial
Phase               of completion        completion
                                         
1                   100%                 Completed
2                   100%                 Completed
3                   70 -  80%            2nd Quarter 1999
4                   50 -  90%            3rd Quarter 1999


Embedded Factory Systems

                                         Quarter forecasted
                    Approximate range    for substantial
Phase               of completion        completion
                                         
1                   100%                 Completed
2                   100%                 Completed
3                   50 -  85%            3rd Quarter 1999
4                   50 -  85%            3rd Quarter 1999

Third Party Relationships

                                         Quarter forecasted
                    Approximate range    for substantial
Phase               of completion        completion
                                         
1                   50 - 100% (a)        2nd Quarter 1999(a)
2                   55 -  90%  (a)       2nd Quarter 1999(a)
3                   (a) (b)              (a) (b)
4                   (a) (b)              (a) (b)


(a)   Refers  to  significant identified risks - (e.g. customers,
   suppliers of raw materials and providers of services) does not
   include  exposures that relate to interruption of  utility  or
   government provided services.
   
(b)   Awaiting  completion of vendor response and  follow-up  due
   diligence to Y2K readiness surveys.
   

Cost
     
     The  Company expects the costs directly associated with  its
Y2K  efforts  to  be  between  $3.0 and  $4.0  million  of  which
approximately  $2.0 million has been spent  to  date.   The  cost
estimates do not include additional costs that may be incurred as
a  result of the failure of third parties to become Y2K compliant
or costs to implement any contingency plans.

Risks

     The   Company   has  identified  the  following  significant
reasonably  possible  Y2K  problems and  is  considering  related
contingency plans.

      Possible problem: the inability of significant sole  source
suppliers  of raw materials or active ingredients to  provide  an
uninterrupted supply of material necessary for the manufacture of
Company  products. Since various drug regulations will  make  the
establishment  of  alternative  supply  sources  difficult,   the
Company  is  considering building inventory  levels  of  critical
materials prior to December 31, 1999.
     
     Possible  problem: the failure to properly interface  caused
by  noncompliance  of  significant customer  operated  electronic
ordering  systems.  The Company is considering plans to  manually
process orders until these systems become compliant.
     
     Possible problem: the shutdown or malfunctioning of  Company
manufacturing equipment. The Company will advance internal clocks
to  the year 2000 on certain key equipment during scheduled plant
shutdowns  in  1999  to determine the effect  on  operations  and
develop plans, as necessary, for manual operations or third party
contract manufacturing.
     
     Based  on  the assessment efforts to date, the Company  does
not  believe  that  the Y2K issue will have  a  material  adverse
effect  on  its financial condition or results of operation.  The
Company  believes that any effect of the Year 2000 issue will  be
mitigated because of the Company's divisional operating structure
which is diverse both geographically and with respect to customer
and  supplier  relationships.  Therefore, the adverse  effect  of
most  individual  failures should be isolated  to  an  individual
product, customer or Company facility. However, there can  be  no
assurance that the systems of third-parties on which the  Company
relies will be converted in a timely manner, or that a failure to
properly  convert by another company would not  have  a  material
adverse effect on the Company.

     The  Company's  Y2K program is an ongoing process  that  may
uncover  additional  exposures and all  estimates  of  costs  and
completion are subject to change as the process continues.


Financial Condition

           Working  capital at March 31, 1999 was $174.3  million
compared  to  $165.0 million at December 31,  1998.  The  current
ratio  was 2.29 to 1 at March 31, 1999 compared to 1.97 to  1  at
year  end.  Long-term debt to stockholders' equity was 1.59:1  at
March 31, 1999 compared to 1.61:1 at December 31, 1998.

      All  balance sheet captions decreased as of March 31,  1999
compared  to  December  1998 in U.S. Dollars  as  the  functional
currencies  of the Company's principal foreign subsidiaries,  the
Norwegian  Krone,  Danish  Krone and British  Pound,  depreciated
versus   the  U.S.  Dollar  in  the  three  months  of  1999   by
approximately  2%,  8% and 3%, respectively.   In  addition,  the
Company's  operations  in Indonesia and  Brazil  were  negatively
affected  due to the decline of their currencies versus the  U.S.
Dollar.  The  decreases  do  impact  to  some  degree  the  above
mentioned  ratios.  The  approximate  decrease  due  to  currency
translation  of  selected captions was: accounts receivable  $3.1
million,  inventories $2.7 million, accounts payable and  accrued
expenses  $2.3  million,  and  total stockholders'  equity  $14.3
million.  The  $14.3  million decrease  in  stockholder's  equity
represents  accumulated other comprehensive loss  for  the  three
months  ended March 31, 1999 resulting from the strengthening  of
the U.S. dollar.

      In  February  1999,  the Company's  USPD  entered  into  an
agreement  with  Ascent Pediatrics, Inc. ("Ascent")  under  which
USPD  will  provide up to $40 million in loans to  Ascent  to  be
evidenced by 7 1/2% convertible subordinated notes due 2005.  Up  to
$12  million of the proceeds of the loans can be used for general
corporate  purposes,  with $28 million of proceeds  reserved  for
projects  and acquisitions intended to enhance growth of  Ascent.
While  exact timing cannot be predicted, it is expected the $40.0
million  will be advanced in the next two years. As of March  31,
1999,  $4.0 million has been advanced and in the third and fourth
quarters  of 1999 additional amounts are expected to be advanced.
The outstanding loan and future loans to Ascent are subject to  a
normal  risk of collectibility. In addition, the Company  may  be
required to recognize losses to the extent Ascent has accumulated
losses  in  excess  of its stockholders' equity and  indebtedness
subordinate to our loan. The Company can limit loans to Ascent in
certain circumstances.

     At March 31, 1999, the Company had $11.3 million in cash and
approximately  $125.0 million available under  existing  European
lines  of  credit  and  its $300.0 million credit  facility.  The
Company believes that the combination of cash from operations and
funds available under existing lines of credit will be sufficient
to  cover  its  currently  planned operating  needs  and  smaller
acquisitions.

     In April 1999, the Company acquired a generic pharmaceutical
business in France. The cash required to acquire the business and
repay existing loans totaled $26.0 million and was funded through
existing credit lines.

     The Company expects to continue its pursuit of complementary
acquisitions or alliances, particularly in human pharmaceuticals,
that can provide new products and market opportunities as well as
leverage  existing assets. In order to accomplish any significant
acquisition,  it is likely that the Company will need  to  obtain
additional  financing  in the form of equity  related  securities
and/or  borrowings.  Any significant new  borrowing  require  the
Company  meet  the  debt covenants included in  the  1999  Credit
Facility  which provide for varying interest rates based  on  the
ratio of total debt to EBITDA.

      The Company is evaluating and actively pursuing a number of
acquisitions  but  has not reached any definitive  agreements  or
understandings.  To  provide financing flexibility  for  possible
acquisitions  the  Company is presently  planning  a  convertible
debenture  issue of approximately $170.0 million  in  the  second
quarter  of 1999. One of the possible acquisitions could  require
the use of a substantial portion of the planned financing.
___________

Statements  made in this Form 10Q, are forward-looking statements
made  pursuant  to the safe harbor provisions of  the  Securities
Litigation  Reform Act of 1995. Such statements  involve  certain
risks and uncertainties that could cause actual results to differ
materially   from  those  in  the  forward  looking   statements.
Information   on   other   significant   potential   risks    and
uncertainties not discussed herein may be found in the  Company's
filings with the Securities and Exchange Commission including its
Form 10K for the year ended December 31, 1998.


                  PART II.  OTHER INFORMATION





Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     None.

(b) Reports on Form 8-K

     On February 23, 1999, the Company filed a report on Form 8-K
dated February 16, 1999 reporting Item 5. "Other Events".

      The event reported was a loan agreement between the Company
and Ascent Pediatrics, Inc.




                           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: May 12, 1999            /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer