Page 1 of 29




                          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, 2000

                          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, 2000.

     Class A Common Stock, $.20 par value - 30,685,333 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,  2000  and  December  31,  1999
    (restated)                                               3

     Consolidated Statement of Income for the
     Three and Nine Months Ended September 30,
     2000 and 1999   (restated)                              4

     Consolidated Condensed Statement of Cash
     Flows for the Nine Months Ended September 30,
     2000 and 1999   (restated)                              5

     Notes to Consolidated Condensed Financial
     Statements                                              6-19


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                    20-27

   Item 3. Quantitative and Qualitative Disclosures       28
           about Market Risk

PART II.  OTHER INFORMATION

   Item 4.  Results of Votes of Security Holders          29

   Item 6. Exhibits and reports on Form 8-K               29

   Signatures                                             29

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


                                                    December 31,
                                    September 30,        1999
                                        2000        (Restated)
ASSETS
Current assets:
  Cash and cash equivalents          $  95,583       $ 17,655
  Accounts receivable, net             270,250        189,261
  Inventories                          239,336        161,033
  Prepaid expenses and other            12,872         13,923
      Total current assets             618,041        381,872

Property, plant and equipment, net     324,119        244,413
Intangible assets, net                 607,072        488,958
Other assets and deferred charges       62,619         45,023
      Total assets                  $1,611,851     $1,160,266

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt    $50,614        $ 9,111
  Short-term debt                        2,717          4,289
  Accounts payable and accrued expenses163,514        135,281
  Accrued and deferred income taxes     16,698         15,595
      Total current liabilities        233,543        164,276

  Long-term debt:
   Senior                              129,997        225,110
   Convertible subordinated notes,
   including $67,850 to related
   party                               371,826        366,674
  Deferred income taxes                 32,023         35,065
  Other non-current liabilities         21,646         17,208

Stockholders' equity:
  Class A Common Stock                   6,193          4,078
  Class B Common Stock                   1,900          1,900
  Additional paid-in-capital           791,105        297,780
  Accumulated other comprehensive
      loss                            (92,988)       (34,201)
  Retained earnings                    123,549         88,560
  Treasury stock, at cost              (6,943)        (6,184)
      Total stockholders' equity       822,816        351,933
        Total liabilities and
          stockholders' equity      $1,611,851     $1,160,266

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


                             Three Months Ended    Nine Months Ended
                               September 30,         September 30,
                                         1999                 1999
                               2000    Restated     2000    Restated
Total revenue               $252,634 $199,829     $662,751  $517,995

  Cost of sales             139,461   106,972      360,460   283,970

Gross profit                113,173    92,857      302,291   234,025

  Selling, general and
   administrative expenses    71,757   64,664      203,147   167,478

Operating income             41,416    28,193       99,144    66,547

  Interest expense          (11,324)  (11,257)     (35,237)  (27,580)

  Other income (expense),      (511)    (673)       (4,420)      248
net

Income before provision for
 income taxes                29,581   16,263        59,487    39,215

  Provision for income        9,286    5,890        19,783    14,276
taxes

Net income                  $20,295  $10,373       $39,704  $ 24,939

Earnings per common share:
  Basic                      $   .54 $   .38       $  1.19   $    .91
  Diluted                    $   .48 $   .35       $  1.11   $    .88

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








               The accompanying notes are an integral part
           of the consolidated condensed financial statements.
                    ALPHARMA INC. AND SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                       (In thousands of dollars)
                              (Unaudited)
                                                 Nine Months Ended
                                                 September 30,
                                                           1999
                                             2000       (Restated)
Operating Activities:
  Net income                              $ 39,704    $ 24,939
  Adjustments to reconcile net
   income to net cash provided
   by operating activities:
   Depreciation and amortization            49,758      35,952
   Stock option income tax benefits          6,189       1,631
   Interest accretion on long-term debt      5,207       2,159
  Changes in assets and liabilities,
   net of effects from business
   acquisitions:
     (Increase) in accounts receivable     (89,125)     (2,671)
     (Increase)decrease in inventories     (49,164)    (16,938)
       Increase in accounts payable, accrued
       expenses and taxes payable           39,131         920
     Other, net                              1,493       2,929
       Net cash provided by
         operating activities                3,193      48,921

Investing Activities:
  Capital expenditures                     (57,516)    (23,332)
 Loans to Ascent Pediatrics                 (1,500)     (7,000)
 Purchase of businesses and intangible
     assets, net of cash acquired         (268,711)   (203,408)
     Net cash used in investing activities(327,727)   (233,740)

Financing Activities:
  Dividends paid                            (4,715)     (3,726)
  Proceeds from sale of convertible
   subordinated notes                          -       170,000
  Proceeds from senior long-term debt      128,000     317,000
  Reduction of senior long-term debt      (206,241)   (279,619)
  Net repayments under lines of credit      (1,072)    (15,609)
  Payments for debt issuance costs            (747)     (8,757)
  Proceeds from issuance of common stock   489,196      14,264
       Purchase of treasury stock             (759)     -
          Net cash provided by
            financing activities           403,662     193,553

Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                 (2,913)       (965)
  Income tax effect of exchange rate
    changes on intercompany advances         1,713       1,122
     Net cash flows from exchange
               rate changes                 (1,200)        157

Increase in cash                            77,928       8,891
Cash and cash equivalents at
  beginning of year                         17,655      14,414
Cash and cash equivalents at
  end of period                           $ 95,583     $23,305

              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   1999
Annual  Report  on  Form 10-K/A. The reported results  for  the  three
and   nine   month   periods  ended  September  30,   2000   are   not
necessarily  indicative of the results to be  expected  for  the  full
year.

2.   Restatement of Financial Statements

      In  the  third  quarter  of  2000 the  Company  discovered  that
with   respect  to  its  Brazilian  AHD  operations,  which   reported
revenues  of  approximately  $1,800,  $6,000  and  $13,700   for   the
years   1997,  1998,  and  1999,  respectively,  a  small  number   of
employees  collaborated  to  circumvent established  company  policies
and  controls  to  create invoices that were either not  supported  by
underlying   transactions  or  for  which  the  recorded  sales   were
inconsistent with the underlying transactions.

       A  full  investigation  of the matter with  the  assistance  of
counsel  and  the  company's independent auditors  was  initiated  and
completed.  As  a  result,  the  individuals  responsible  have   been
removed,   new   management  has  been  appointed  to  supervise   AHD
Brazilian  operations  and  the  Company  has  restated  all  affected
periods,  comprising  all four quarters of  1999  and  the  first  two
quarters of 2000.

      A  summary  of  the  effects of the restatement  adjustments  on
the   accompanying  balance  sheet  as  of  December  31,   1999   and
statements  of  income  for  the three and nine  month  periods  ended
September 30, 1999 follows:


                                       December 31, 1999
                                   Reported         Restated
ASSETS:
 Accounts receivable, net         $199,207          $189,261
 Inventories                       155,338           161,033
 Other current assets               31,578            31,578
     Current assets                386,123           381,872

 Non current assets                778,394           778,394

          Total assets          $1,164,517        $1,160,266

LIABILITIES AND EQUITY:
 Current liabilities              $165,856          $164,276
 Long-term debt                    591,784           591,784
 Deferred taxes and other           52,273            52,273
 Cumulative translation adj.      (34,109)          (34,201)
 Stockholders' equity              388,713           386,134

          Total liabilities &
             equity             $1,164,517        $1,160,266


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

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


3.   Inventories

     Inventories consist of the following:

                                               December 31,
                                September 30,    1999
                                   2000         (Restated)

     Finished product            $146,890       $ 94,189
     Work-in-process               32,173         28,938
     Raw materials                 60,273         37,906
                                 $239,336       $161,033


4.   Business Acquisitions

2000

Roche MFA and Bridge Financing:

     On  May  2, 2000, Alpharma announced the completion  of  the
acquisition  of  the Medicated Feed Additive  Business  of  Roche
Ltd.("MFA")  for  a  cash payment of approximately  $258,000  and
issuance of a $30,000 promissory note to Roche.  The Note is  due
December  31,  2000  and bears interest at the  Prime  rate.  The
purchase   price  will  be  adjusted  based  on  actual   product
inventories  as of May 2, 2000. In addition certain international
inventories were purchased from Roche during a transition  period
of approximately three months.

     The MFA business had 1999 sales of $213,000 and consists  of
products  used  in  the  livestock  and  poultry  industries  for
preventing and treating diseases in animals. MFA sales by  region
are approximately 56% in North America, 20% in Europe and 12%  in
both Latin America and Southeast Asia.

     The acquisition included inventories, five manufacturing and
formulation   sites   in  the  United  States,   global   product
registrations,  licenses, trademarks and associated  intellectual
property.  Approximately 200 employees primarily in manufacturing
and sales and marketing are included in the acquisition.

      The  acquisition has been accounted for in accordance  with
the  purchase  method. The fair value of the assets acquired  and
liabilities  assumed based on a preliminary  allocation  and  the
results of the acquired business operations are included  in  the
Company's  consolidated  financial statements  beginning  on  the
acquisition   date.  The  Company  is  amortizing  the   acquired
intangibles and goodwill based on lives of 5 to 20 years (average
approximately 18 years) using the straight line method.

     The  Company  financed  the $258,000 cash  payment  under  a
$225,000 Bridge Financing agreement ("Bridge Financing") with the
balance  of  the financing being provided under its then  current
$300,000 credit facility ("1999 Credit Facility").

     The  Bridge Financing was arranged by Union Bank of  Norway,
First  Union  National Bank, and a group of other banks  and  was
fully repaid on June 29, 2000.

     Under the Bridge Financing the Company paid a 1% fee for the
banks  commitment  and  in  connection with  drawing  the  funds.
Interest was payable at Libor plus 2.75%. In addition, because of
the size of the acquisition, other possible acquisitions, and the
existing  restrictive covenants under the 1999  Credit  Facility,
the  Company engaged and incurred fees to investment  bankers  to
advise  on  alternatives  and strategies  to  finance  the  Roche
acquisition.  All  fees  relating to the  bridge  financing  were
expensed in the second quarter.

      The impact on cost of sales of the write up of inventory to
net  realizable  value  pursuant to Accounting  Principles  Board
Opinion  No. 16 "Business Combinations" was reflected in cost  of
sales  as  manufactured inventory acquired was  sold  during  the
second  quarter. In addition, certain employees of AHD have  been
severed  as  a  result of the acquisition and  resulted  in  $400
severance expense in the second quarter.

      The  non-recurring charges related to the  acquisition  and
financing  of  MFA  included in the second quarter  of  2000  are
summarized as follows:

     Inventory write-up       $1,000  (Included in cost of sales)
     Severance of existing
       AHD employees             400  (Included in selling,
                                        general and
                                        administrative expenses)
     Bridge financing and
       advisory costs          4,730   (Included in other, net)
                               6,130
          Tax benefit        (2,104)
                              $4,026   $.09 per share-diluted


1999

I.D. Russell:

      On  September  2,  1999,  the Company's  AHD  acquired  the
business  of  I.D.  Russell  Company  Laboratories  ("IDR")   for
approximately  $23,500  in  cash  (including  a  purchase   price
adjustment and other direct costs of acquisition). IDR  is  a  US
manufacturer   of   animal  health  products  primarily   soluble
antibiotics  and vitamins. The acquisition consisted  of  working
capital,  an  FDA  approved manufacturing facility  in  Colorado,
product  registrations, trademarks and 35 employees. The  Company
has  allocated  the purchase price to the manufacturing  facility
and  identified intangibles and goodwill (approximately  $13,000)
which  will  be generally amortized over 15 years.  The  purchase
agreement provides for up to $4,000 of additional purchase  price
if  two  product approvals currently pending are received in  the
next four years.


Isis:

      Effective June 15, 1999, the Company's IPD acquired all  of
the  capital  stock of Isis Pharma GmbH and its subsidiary,  Isis
Puren  ("Isis") from Schwarz Pharma AG for a total cash  purchase
price   of  approximately  $153,000,  including  purchase   price
adjustments  and  direct costs of acquisition.  Isis  operates  a
generic  and  branded  pharmaceutical business  in  Germany.  The
acquisition consisted of personnel (approximately 200  employees;
140 of whom are in the sales force) and product registrations and
trademarks.  No  plant, property or manufacturing equipment  were
part  of  the acquisition. The Company is amortizing the acquired
intangibles and goodwill based on lives which vary from 7  to  20
years  (average  approximately 16 years) using the  straight-line
method.

Jumer:

      On  April 16, 1999, the Company's IPD acquired the  generic
pharmaceutical  business  Jumer  Laboratories  SARL  and  related
companies  of  the Cherqui group ("Jumer") in Paris,  France  for
approximately  $26,000,  which includes the  assumption  of  debt
which   was  repaid  subsequent  to  closing.  Based  on  product
approvals  received, additional purchase price  of  approximately
$2,100 may be paid in the next 2 years. The acquisition consisted
of   products,  trademarks  and  registrations.  The  Company  is
amortizing the acquired intangibles and goodwill based  on  lives
which  vary from 16 to 25 years (average approximately 22  years)
using the straight line method.

Pro forma Information:

      The following unaudited pro forma information on results of
operations assumes the purchase at the beginning of 1999  of  all
businesses discussed above as if the companies had been  combined
at such date:

                             Proforma            Proforma
                        Three Months Ended   Nine Months Ended
                           September 30,       September 30,
                               1999           2000*     1999

Revenue                     $256,400        $719,800  $726,100
Net income                    $4,000        $32,400    $4,800
Basic EPS                      $0.15          $0.97     $0.18
Diluted EPS                    $0.14          $0.94     $0.17


     *  2000 excludes actual non-recurring charges related to the
Roche MFA acquisition of $4,026 after tax or $0.09 per share.

      These  unaudited pro forma results have been  prepared  for
comparative  purposes  only and include restated  amounts,  where
appropriate   and   certain  adjustments,  such   as   additional
amortization  expense  as  a result of acquired  intangibles  and
goodwill and increased interest expense on acquisition debt. They
do not purport to be indicative of the results of operations that
actually would have resulted had the acquisitions occurred at the
beginning  of  the period, or of future results of operations  of
the consolidated entities.


5.   Long-Term Debt and Equity Financing


Long-term debt consists of the following:
                                          September 30, December 31,
                                               2000          1999
Senior debt:
 U.S. Dollar Denominated:
  1999 Credit Facility
  (7.70 - 8.25%)                            $105,000     $180,000
  Note payable - Roche (9.5%)                 30,000        -
  Industrial Development Revenue Bonds         7,950        9,130
  Other, U.S.                                     81          172

 Denominated in Other Currencies (NOK)        37,580       44,919
  Total senior debt                          180,611      234,221

Subordinated debt:
 3%     Convertible Senior Subordinated
      Notes due 2006 (6.875% yield),
      including interest accretion            179,031       173,824
 5.75% Convertible Subordinated Notes
       due 2005                               124,945       125,000
 5.75% Convertible Subordinated
       Note due 2005 - Industrier Note        67,850       67,850
 Total subordinated debt                     371,826       366,674

  Total long-term debt                       552,437      600,895
  Less, current maturities                    50,614        9,111
                                            $501,823     $591,784

      In  May 2000, the Company sold 4,950,000 shares of Class  A
Common  Stock  to an investment banker and received  proceeds  of
approximately $185,600. The proceeds were used to repay a portion
of  the  Bridge Financing which was arranged for the  purpose  of
purchasing the Roche MFA business. (See note 4.)

     In June 2000 the Company signed an amendment to its $300,000
1999  Credit Facility with the original consortium of banks  plus
the  Bank of America whereby the six year term loan agreement was
increased  by  $10,000  and  the revolving  credit  facility  was
increased  by  $90,000. Concurrently with the completion  of  the
Amendment  the Company borrowed the necessary funds,  repaid  the
balance  of  the  Bridge  Financing  and  terminated  the  Bridge
Financing Agreement.

     In August 2000, the Company sold 5,000,000 shares of Class A
Common  Stock  to an investment banker and received  proceeds  of
approximately  $287,300. The proceeds  were  used  to  repay  all
outstanding  revolving debt under the 1999 Credit  Facility  with
the remainder invested in short-term money market instruments.


6.   Elyzol Dental Gel ("EDG") Product Sale and Related
  Agreements

      In  July  2000,  the Company's Danish subsidiary  sold  the
patents,  trademarks,  marketing  authorizations,  and  inventory
related  to  the  Elyzol  Dental Gel  ("EDG")  product  for  cash
proceeds  of approximately $8,250. Concurrently with  this  sale,
and  due  to the specialized nature of the manufacturing  process
for  EDG, the company entered into a Toll Manufacturing agreement
with  the purchaser under which the Company will manufacture  EDG
for  the  purchaser for a four year period, for which it will  be
reimbursed direct manufacturing costs plus an agreed upon  amount
for  overhead and a variable manufacturing profit which  declines
as  production volumes increase. The Company also entered into  a
Transition  Services agreement under which the  Company  provides
regulatory and/or sales and marketing assistance to the purchaser
for which it is reimbursed at agreed upon hourly rates.

      As  the  relative  fair value of the assets  sold  and  the
Company's  toll  manufacturing  obligation  cannot  be   reliably
estimated, the Company has deferred the entire excess of the cash
proceeds over the carrying amount of the assets sold and expenses
associated  with the sale. The deferral amounts to  approximately
$7,700 and will be amortized over the four year term of the  Toll
Manufacturing   agreement  on  a  straight  line   basis,   which
management believes will approximate amortization using the units
of   production  method.  Income  from  the  Transition   Service
agreement and the contractual profit under the Toll Manufacturing
agreement  will be recognized as services are provided  or  goods
are sold to the purchaser.

      Approximately $480 of the deferral was recognized  for  the
three months ended September 30, 2000. The remaining deferral  of
$7,220  has  been  deferred and $1,920  is  included  in  accrued
expenses   and   $5,300  is  classified  as   other   non-current
liabilities.


7.   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 and convertible debt
when appropriate.

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

(Shares in thousands)   Three Months Ended   Nine Months Ended
                                  Sept 30,              Sept 30,
                          Sept      1999     Sept 30,     1999
                          30,    (restated)    2000    (restated)
                          2000

Average shares
outstanding - basic     37,615    27,555     33,255    27,439
Stock options              689       393        486       375
Convertible debt         12,039    6,744     12,039     6,744
Average shares
outstanding - diluted   50,343    34,692     45,780    34,558


      The  amount of dilution attributable to the stock  options,
determined  by the treasury stock method, depends on the  average
market price of the Company's common stock for each period.

      Subordinated  notes  issued in  March  1998  ("05  Notes"),
convertible into 6,744,481 shares of common stock at  $28.59  per
share,  were included in the computation of diluted EPS  for  all
periods presented.

      In  addition, subordinated senior notes issued in June 1999
("06 Notes") convertible into 5,294,301 shares of common stock at
$32.11 per share were included in the computation of diluted  EPS
for the three and nine months periods in 2000. The calculation of
the  assumed conversion was not included for the three  and  nine
months periods in 1999 because the result was antidilutive.

     The numerator for the calculation of basic EPS is net income
for  all periods. The numerator for diluted EPS includes  an  add
back  for  interest  expense and debt cost amortization,  net  of
income tax effects, related to the 05 and the 06 Notes.

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

                              Three Months      Nine Months Ended
                                  Ended
                                     Sept 30,            Sept 30,
                              Sept     1999      Sept      1999
                              30,    (Restated    30,    (Restated
                              2000       )       2000        )

Net income - basic          $20,295   $10,373  $39,704   $24,939
Adjustments under if -
  converted method, net of    3,750   1,855    11,249      5,565
   tax
Adjusted net income -       $24,045   $12,228  $50,953   $30,504
diluted



8.   Supplemental Data

                              Three Months        Nine Months
                                  Ended              Ended
                              Sept     Sept      Sept     Sept
                              30,       30,      30,      30,
                              2000     1999      2000     1999
Other income (expense),
net:
 Fees for bridge financing
  MFA acquisition           $  -     $ -      $(4,730)   $ -
 Interest income             1,259      260    2,343      704
 Foreign exchange gains
  (losses), net             (1,526)   (622)    (1,968)  (890)
 Amortization of debt costs  (540)    (498)    (1,535)  (1,155)
 Litigation/Insurance
  settlement                   -         -       483    1,000
 Income from joint venture
       carried at equity       348      286     1,306      934
 Other, net                   (52)      (99)     (319)    (345)
                            $( 511)  $ (673)  $(4,420)   $  248


Supplemental cash flow
information:
                               Nine Months
                                  Ended
                              Sept     Sept
                              30,       30,
                              2000     1999

Cash paid for interest (net
of                          $28,124   $19,986
 amount capitalized)
Cash paid for income taxes
 (net of refunds)           $15,533  $  9,018

Detail of businesses and
 intangibles acquired:
 Fair value of assets       $298,711 $252,810
 Seller financed debt -      30,000     -
Roche
 Liabilities assumed            -      43,482
 Cash paid                  268,711   209,328
 Less cash acquired             -       5,920
 Net cash paid for
  businesses and
  intangibles               $268,711 $203,408


9.   Reporting Comprehensive Income

      SFAS 130, "Reporting Comprehensive Income" requires foreign
currency  translation adjustments and certain other items  to  be
included   in   other   comprehensive   income   (loss).    Total
comprehensive  income  (loss) amounted to approximately  $(6,815)
and  $26,581  for the three months ended September 30,  2000  and
1999, respectively. Total comprehensive income (loss) amounted to
approximately  $(19,083) and $17,589 for the  nine  months  ended
September  30, 2000 and 1999. The only components of  accumulated
other  comprehensive  loss for the Company are  foreign  currency
translation adjustments.


10.  Contingent Liabilities and Litigation

      The  Company  was  originally  named  as  one  of  multiple
defendants  in  68  lawsuits alleging personal injuries  and  six
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 Company  has  been
dismissed in all the class actions and the plaintiffs  in  59  of
the   lawsuits  have  agreed  to  dismiss  the  Company   without
prejudice.  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 initial efforts to reverse the  ban
in  court were unsuccessful, the Company is continuing to  pursue
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 and certain individual customers  outside
the  EU  may be refraining from the use of bacitracin because  of
the  negative  inferences of the ban. 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  additional
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  United  Kingdom  Office of  Fair  Trading  ("OFT")  is
conducting  an  investigation into  the  pricing  and  supply  of
medicine by the generic industry in the United Kingdom.  As  part
of  this  investigation, Cox received in February 2000 a  request
for information from the OFT. The request states that the OFT  is
particularly concerned about the sustained rise in the list price
of a range of generic pharmaceuticals over the course of 1999 and
is  considering  this  matter under competition  legislation.  In
December  1999  Cox received a request for information  from  the
Oxford  Economic  Research  Association  ("OXERA"),  an  economic
research  company  which  has  been commissioned  by  the  United
Kingdom  Department of Health to carry out a study of the generic
drug  industry. The requests related to certain specified  drugs.
The  Company has responded to both requests for information.  The
Company  has  not  had  any  communications  from  either  agency
regarding  the initial responses. Effective August  3,  2000  the
government  has adopted interim maximum pricing legislation.  The
government  has  indicated  that  it  will  review  the   interim
legislation within the next 12 to 15 months based in part on  the
results of the OXERA activities. The Company is unable to predict
what  final impact the OFT investigation or OXERA activities will
have  on  the  operations  of  Cox and  the  pricing  of  generic
pharmaceuticals in the United Kingdom.

      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.


11.  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 September 30,
                     2000        1999         2000       1999
                          Revenues            Operating Income

IPD                $73,500    $84,057      $   8,236    $11,716
USPD                68,076     59,421         11,166      7,555
FCD                 16,509     15,331          6,432      5,773
AHD                 89,051     37,362 (1)     17,647      8,106 (1)
AAHD                 6,622      5,383           1,951      (211)
Unallocated and
 eliminations        (1,124)   (1,725)        (4,016)    (4,746)
                  $252,634    $199,829(1)   $ 41,416   $28,193 (1)



                          Nine Months Ended September 30,
                     2000        1999         2000*       1999
                          Revenues            Operating Income

IPD               $235,513    $212,257        $ 35,420  $24,738
USPD              163,876       19,051         141,172   11,998
FCD                47,322       46,783          18,591   17,719
AHD               205,753     110,504 (1)       39,227   25,572 (1)
AAHD               12,623      10,017             (446)  (2,051)
Unallocated and
 eliminations      (2,336)     (2,738)         (12,699) (11,429)
                  $662,751   $517,995(1)       $99,144  $66,547(1)

(1)  Restated

*   AHD 2000 operating income includes one-time charges of $1,400
related to the acquisition of Roche MFA.

      At December 31, 1999 AHD identifiable assets were $204,188.
Due  primarily  to the acquisition of Roche MFA the  identifiable
assets of AHD at September 30, 2000 are approximately $600,000.

12.  Strategic Alliance

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. All potential  loans  are
subject to Ascent meeting a number of terms and conditions at the
time  of  each  loan. As of September 30, 2000, the  Company  has
advanced  $12,000  to Ascent under the general corporate  purpose
section of agreement and the loans are included as other assets.

      In  addition, Ascent and the Company have entered  into  an
amended  agreement under which the Company will have  the  option
during  the  first  half  of 2003 to  acquire  all  of  the  then
outstanding shares of Ascent for cash at a price to be determined
by  a  formula based on Ascent's operating income during its 2002
fiscal year. The amended agreement extended the option from  2002
to 2003 and altered the formula period from 2001 to 2002.

     Ascent has incurred operating losses since its inception and
has  publicly  disclosed  that if a significant  product  is  not
approved by the FDA in the fourth quarter of 2000 it may need  to
raise  additional financing or curtail operations. The  Company's
accounting policy with regard to its Ascent loans is to recognize
losses,  up to the amount of its loans, to the extent Ascent  has
accumulated losses in excess of its stockholders' equity and  the
indebtedness  subordinate to the Company's  loans.  Additionally,
the  Company is required to assess the general collectibility  of
its  loans  to  Ascent  and  make any appropriate  reserves.  The
Company evaluates its Ascent loans quarterly. As of September 30,
2000, no losses or reserves were provided.

13.  Recent Accounting Pronouncements

      In  June  1998,  the Financial Accounting  Standards  Board
(FASB)   issued   SFAS  No.  133,  "Accounting   for   Derivative
Instruments  and Hedging Activities". SFAS 133 is  effective  for
all  fiscal quarters of all fiscal years beginning after June 15,
2000  (January  1, 2001 for the Company). SFAS 133 requires  that
all  derivative instruments be recorded on the balance  sheet  at
their  fair  value. Changes in the fair value of derivatives  are
recorded  each  period in current earnings or other comprehensive
income,  depending on whether a derivative is designated as  part
of  a  hedge  transaction  and, if  it  is,  the  type  of  hedge
transaction.  SFAS 133 is not expected to have a material  impact
on  the  Company's consolidated results of operations,  financial
position or cash flows.

14.  Subsequent Event

      In  November,  2000  two lawsuits were  filed  against  the
Company and certain of its executive officers alleging violations
of securities laws and seeking to recover damages on behalf of  a
class consisting of those persons and entities who purchased  the
Company's  common  stock between April 1999,  and  October  2000.
Publicly  available sources indicate that one or more  additional
lawsuits containing similar allegations may have been filed,  but
the  Company has not received or reviewed court documents in that
regard. The Company believes it has defenses to these allegations
and intends to engage in a vigorous defense.



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

Overview

      In 1999, the Company made a number of acquisitions intended
to  enhance  future  growth.  The  International  Pharmaceuticals
Division  ("IPD")  acquired Human Pharmaceuticals  businesses  in
Germany  ("Isis") and France. The Animal Health Division  ("AHD")
acquired  an Animal Pharmaceutical business in the United  States
("ID Russell") and a technology license for Reporcin. The Aquatic
Animal  Health  Division  ("AAHD") purchased  an  aquatic  health
distribution  company in the United Kingdom,  ("Vetrepharm").  In
2000  the  Company continued its strategy of growth and completed
its largest acquisition and related financings.

      -     On  May  3,  2000,  the Company's AHD  purchased  the
      Medicated Feed Additive Business of Roche Ltd. ("MFA")  for
      a  cash  payment of $258.0 million and the  issuance  of  a
      $30.0  million  promissory note to Roche.  The  acquisition
      was  initially  financed  under  a  $225.0  million  bridge
      financing  agreement  ("Bridge  Financing")  and   existing
      credit agreements.

      -     On May 12, 2000, the Company sold 4,950,000 shares of
      Class   A   common   stock   and   received   proceeds   of
      approximately  $185.6 million which were used  to  repay  a
      portion of the Bridge Financing.

      -     In June 2000, the Company signed an amendment to  its
      1999  Credit Facility and increased the facility by  $100.0
      million.  Upon the completion of the amendment the  Company
      borrowed the necessary funds and repaid and terminated  the
      Bridge Financing.

      -     In August 2000, the Company sold 5,000,000 shares  of
      Class   A  Common  stock  and  received  net  proceeds   of
      approximately  $287.3 million. The proceeds  were  used  to
      pay  down existing line of credit and other short-term debt
      with   the   balance  being  invested   in   money   market
      instruments.

     The acquisition of the MFA, the 1999 acquisitions by IPD and
AHD,  and  the  financing required to complete  the  acquisitions
affect most comparisons of 2000 results to 1999. The year to date
results for 2000 include one-time charges incurred in the  second
quarter  related  to  the MFA acquisition of $6.1  million  ($4.0
million after tax or $.09 per share diluted).

      The  Company  has  integrated the operations  of  the  1999
acquisitions and MFA within the respective divisional  operations
in varying degrees. The MFA acquisition has been integrated to  a
greater extent because its assets, operations and personnel  were
immediately absorbed in existing AHD legal entities. The MFA,  in
particular,  and to a lesser extent the other acquisitions  share
with  their  respective divisions customers, R&D efforts,  supply
chain   activities,   and   administrative   support   and   have
complementary  product lines and sales forces. As  a  result  the
full  incremental  impact of the acquisitions is  impractical  to
segregate.   The   Company  estimates  acquisitions   contributed
revenues  of  approximately  $56.0 million  and  $142.0  million,
respectively,  in the three and nine months ended  September  30,
2000.


Results of Operations - Nine Months Ended September 30, 2000

       (All  amounts  for  prior  years  have  been  restated  as
appropriate. See Note 2 to the Condensed Financial Statements.)

      Total revenue increased $144.8 million (27.9%) in the  nine
months  ended  September  30, 2000 compared  to  1999.  Operating
income  in 2000 was $99.1 million, an increase of $32.6  million,
compared  to 1999. Net income was $39.7 million ($1.11 per  share
diluted)  compared to $24.9 million ($.88 per share  diluted)  in
1999. 2000 earnings per share are diluted by the sale of Class  A
Common  stock  in November 1999, May 2000, and August  2000.  The
nine month period ended September 30, 2000 results are reduced by
one-time  charges totaling $4.0 million after  tax  or  $.09  per
share related to the acquisition and interim financing of MFA  in
May  2000.  Without the charges net income would have been  $43.7
million ($1.20 per share diluted).

      Revenues increased in the Human Pharmaceuticals business by
$46.5 million and in the Animal Pharmaceuticals business by $97.9
million. The aggregate increase in revenues was reduced  by  over
$21.0   million  due  to  changes  in  exchange  rates  used   in
translating  sales in foreign currencies into  the  U.S.  Dollar,
primarily in the IPD.

      Changes in revenue and major components of change for  each
division  in  the  nine  month period ended  September  30,  2000
compared to September 30, 1999 are as follows:

      Revenues in IPD increased by $23.3 million due primarily to
the  1999  acquisitions. Higher pricing in the  U.K.  was  offset
substantially by effects of currency translation and lower volume
in  certain  markets. The pricing in the U.K. market  was  higher
relative  to the first half of 1999, but was lower in  the  third
quarter 2000 compared to the third quarter of 1999. U.K. revenues
grew in 1999 primarily as a result of higher pricing due in large
part  to  conditions affecting the market which  abated  somewhat
during  the second quarter of 2000. Effective August 3, 2000  the
U.K.  government has adopted interim maximum pricing legislation.
The  government  has  indicated that it will review  the  interim
legislation  within the next 12 to 15 months.  Market  conditions
resulted  in certain lower prices in the second quarter  of  2000
and  further reductions as a result of the adoption of the  above
noted legislation have occurred in the third quarter of 2000. The
Company's  2000 business plan anticipated the approximate  effect
of lower pricing.

       USPD  revenues  increased  $22.7  million  due  to  volume
increases  in new and existing products offset in part  by  lower
net  pricing. Revenues in FCD increased by $.5 million due mainly
to minor price increases being partially offset by translation of
sales in local currency into the U.S. Dollar.

      AHD  revenues  increased $95.2 million due to  acquisitions
primarily  MFA.  Adverse market and competitive conditions  in  a
number of AHD's main markets caused volume and to a lesser extent
price  reductions  in  certain ongoing  products.  AAHD  revenues
increased due to new product introductions and the acquisition of
Vetrepharm in November of 1999.

      On  a  consolidated  basis, gross  profit  increased  $68.3
million  and  the  gross margin percent increased  marginally  to
45.6% in 2000 compared to 45.2% in 1999.

      A  major  portion of the dollar increase results  from  the
acquisitions  (primarily MFA and Isis).  Higher  pricing  in  the
IPD's  United Kingdom market and volume increases of a number  of
products  in  USPD  also contributed to the  increase.  Partially
offsetting  increases  were  volume  decreases  in  AHD   ongoing
products  and certain IPD markets, lower net pricing in USPD  and
the effects of foreign currency translation.

      In  addition,  AHD  gross profits were reduced  by  a  $1.0
million  write-up  and  subsequent write-off  upon  sale  of  MFA
manufactured  inventory. The write-up is  required  by  Generally
Accepted Accounting Principles.

      Operating  expenses increased $35.7 million and represented
30.7%  of revenues in 2000 compared to 32.3% in 1999. The  dollar
increase is attributable to the acquisitions (primarily  MFA  and
Isis).  Other  increases  included  professional  and  consulting
expenses  for  strategic  planning,  information  technology  and
acquisitions, and a $.4 million charge for severance of  existing
AHD employees resulting from the combining of the sales forces of
MFA and AHD. The percentage reduction is primarily the result  of
leveraging of incremental MFA sales on the existing AHD  business
infrastructure.

      Operating  income  increased  $32.6  million  (49.0%).  AHD
accounted for $13.7 million of the increase due primarily to  the
MFA  acquisition offset by weakness in base product  sales  in  a
number  of  markets. IPD increased $10.7 million  due  to  higher
pricing  in  the  UK market during the first 6 months  and  to  a
lesser  extent  the  Isis acquisition offset partially  by  lower
volume in certain IPD markets. USPD increased $7.1 million due to
increased volume offset in part by lower net pricing.

      Interest  expense  increased in 2000 by  $7.7  million  due
primarily to debt incurred to finance the acquisitions and  to  a
lesser extent, higher interest rates in 2000.

      Other,  net was $4.4 million expense in 2000, due primarily
to  $4.7 million fees incurred as part of the $225.0 million  MFA
bridge  financing and other financing fees. The bridge  financing
was  committed,  drawn,  repaid  and  terminated  in  the  second
quarter.  All  fees  associated with the interim  financing  were
expensed in the second quarter.

      The year-to-date estimated effective tax rate was 33.3%  in
2000  compared to 36.4% in 1999. The primary reason for the lower
rate is the acquisition of foreign businesses in recent years and
the restructuring of ownership of legal entities in 2000 to allow
for  movement  of  funds between the international  entities  and
maximize foreign tax efficiency.

Results of Operations - Three Months Ended September 30, 2000

      Total revenue increased $52.8 million (26.4%) in the  three
months  ended  September  30, 2000 compared  to  1999.  Operating
income  in 2000 was $41.4 million, an increase of $13.2  million,
compared  to 1999. Net income was $20.3 million ($.48  per  share
diluted)  compared to $10.4 million ($.35 per share  diluted)  in
1999. 2000 earnings per share are diluted by the sale of stock in
November 1999, May 2000 and August 2000.

      Revenues decreased in the Human Pharmaceuticals business by
$.7 million and increased the Animal Pharmaceuticals business  by
$52.9 million. The aggregate increase in revenues was reduced  by
over  $11.0  million  due to changes in exchange  rates  used  in
translating  sales in foreign currencies into  the  U.S.  Dollar,
primarily in the IPD.

      Changes in revenue and major components of change for  each
division  in  the  three month period ended  September  30,  2000
compared to September 30, 1999 are as follows:

      Revenues in IPD decreased by $10.6 million due primarily to
the  effects  of  currency translation  and  lower  pricing.  The
pricing  in  the  U.K.  market was lower relative  to  the  third
quarter of 1999. U.K. revenues grew in 1999 primarily as a result
of  higher  pricing  due in large part to conditions  temporarily
affecting  the market. The market has stabilized and prices  have
lowered  due to market conditions. Effective August 3,  2000  the
U.K.  government has adopted interim maximum pricing  legislation
which  caused  IPD to lower prices. The government has  indicated
that it will review the interim legislation within the next 12 to
15  months.  Further  price decreases may  occur  in  the  fourth
quarter  of  2000 as a result of the legislation.  The  Company's
2000  business plan anticipated the approximate effect  of  lower
pricing.

     USPD revenues increased $8.7 million due to volume increases
in new and existing products offset in part by lower net pricing.
Revenues in FCD increased by $1.2 million due mainly to price and
volume and offset partially by currency translation. AHD revenues
increased $51.7 million due primarily to the acquisition  of  MFA
in  May  2000. Volume in other core products and markets declined
marginally due to adverse market and competitive conditions. AAHD
sales  increased  $1.2  million due to the  introduction  of  new
vaccines  and to a lesser extent to the acquisition of Vetrepharm
in 1999.

      On  a  company-wide  basis, gross  profit  increased  $20.3
million  and the gross margin percent declined to 44.8%  in  2000
compared to 46.5% in 1999.

      A major portion of the increase in dollars results from the
acquisitions  (primarily MFA), and to a lesser  extent  increased
volume  in  USPD.  Partially  offsetting  increases  were  volume
declines  in certain AHD and IPD markets, the effects of  foreign
currency translation and by lower net pricing in USPD and AHD.

      Operating  expenses increased $7.1 million and  represented
28.4%  of revenues in 2000 compared to 32.4% in 1999. The  dollar
increase  is  mainly  attributable to  the  acquisition  of  MFA.
However, the lower percent to sales is also attributable  to  MFA
due  to  leveraging  of  MFA sales on the existing  AHD  business
infrastructure.   Partially  offsetting  the  operating   expense
increase  was the reversal of the AHD 2000 bonus of $1.0  million
accrued thru the second quarter as compared to an approximate $.7
million  accrual  for AHD bonuses in the third quarter  of  1999.
Divisional bonuses are dependent on achieving budgeted goals  for
operating  income and return on capital. Recent  developments  in
AHD  make  it  highly unlikely a bonus will  be  payable  to  AHD
employees.   In   addition,  the  effects  of  foreign   currency
translation lowered expenses as reported in U.S. dollars.

     On an overall basis operating income increased $13.2 million
primarily  due  to  the acquisition of MFA, increased  volume  in
USPD, lower percentage of operating expenses in AHD and income as
opposed to a loss by AAHD. Increases were reduced by lower income
in  IPD  due  mainly to the expected decrease  in  Cox  operating
income when compared to the 1999 which was impacted favorably  by
market conditions.

      Interest  expense was approximately equal to 1999  as  debt
incurred to finance acquisitions was substantially refinanced  by
equity sales in November 1999, May 2000 and August 2000.

Financial Condition

      Working  capital at September 30, 2000 was  $384.5  million
compared  to  $217.6 million at December 31,  1999.  The  current
ratio was 2.65 to 1 at September 30, 2000 compared to 2.32  to  1
at year end. Long-term debt to stockholders' equity was 0.61:1 at
September 30, 2000 compared to 1.68:1 at December 31, 1999.

      The  Company's  balance sheet changed  substantially  as  a
result  of the acquisition and financing of MFA in second quarter
of 2000. Accounts receivable and inventory each increased at June
30,  2000  by approximately $40.0 million in the AHD.  Intangible
assets and property, plant and equipment increased by over $250.0
million. The acquisition was ultimately financed principally by a
sale of Class A Common stock of approximately $186.0 million with
the  balance  of the MFA acquisition financed by long-term  debt.
Increased  accounts  payable  and short-term  debt  financed  the
additional working capital required by MFA.

      The balance sheet improved in the third quarter as a result
of  the  sale  of  Class  A Common stock of approximately  $288.0
million.  The  proceeds were used to pay off all  revolving  debt
under  the 1999 credit facility and substantially all short  term
debt with the balance invested in money market instruments.

      At  September  30, 2000, the Company had $95.6  million  in
cash, available short term lines of credit of approximately $42.0
million  and  $290.0  million available  under  its  1999  Credit
Facility.  The credit facility was amended in June of  2000  with
the  effect of increasing the overall amount available by  $100.0
million.  The  credit  facility has several financial  covenants,
including an interest coverage ratio, total debt to EBITDA ratio,
and equity to total asset ratio. Interest on borrowings under the
facility  is  at  LIBOR plus a margin of between .875%  and  2.0%
depending  on the ratio of total debt to EBITDA. As of  September
30,  2000  the margin was 1.375%. 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.

      All  balance  sheet captions decreased as of September  30,
2000  compared to December 1999 in U.S. Dollars as the functional
currencies  of the Company's principal foreign subsidiaries,  the
Norwegian  Krone,  Danish  Krone,  British  Pound  and  the  Euro
depreciated versus the U.S. Dollar in the nine months of 2000  by
approximately  14%, 15%, 9% and 12%, 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 $8.1 million, inventories  $9.5
million, accounts payable and accrued expenses $8.1 million,  and
total  stockholders'  equity  $58.8 million.  The  $58.8  million
decrease  in  stockholder's equity represents  accumulated  other
comprehensive loss for the nine months ended September  30,  2000
resulting from the continued strengthening of the U.S. Dollar.

      The  Company has approved a number of capital  projects  in
2000  including the purchase and construction of a AHD plant  for
Reporcin,  (a  product and technology acquired  in  1999)  and  a
company-wide information technology project which is expected  to
require expenditures of over $30.0 million.

      In  February  1999,  the Company's  USPD  entered  into  an
agreement  with  Ascent Pediatrics, Inc. ("Ascent")  under  which
USPD  may  provide up to $40.0 million in loans to Ascent  to  be
evidenced by 7 1/2% convertible subordinated notes due 2005.  Up  to
$12.0  million of the proceeds of the loans can be used only  for
general  corporate  purposes,  with  $28.0  million  of  proceeds
reserved  for  approved  projects and  acquisitions  intended  to
enhance the growth of Ascent. All potential loans are subject  to
Ascent  meeting a number of terms and conditions at the  time  of
each loan. The exact timing and/or ultimate amount of loans to be
provided cannot be predicted. As of September 2000, $12.0 million
has been advanced for general corporate purposes.

     Ascent has incurred operating losses since its inception. An
important   element   of  Ascent's  business  plan   contemplated
commercial introduction of two pediatric pharmaceutical  products
which  require FDA approval. Ascent has received FDA approval  in
January 2000 for one product and the other product is subject  to
FDA  action  which has delayed its commercial introduction  until
the   fourth  quarter  of  2000  or  later.  The  delay  in  drug
introduction   has  resulted  in  Ascent  continuing   to   incur
substantial  losses thru September 30, 2000.  If  the  commercial
introduction  of  the second product is delayed past  the  fourth
quarter 2000, Ascent may need to raise additional funds. There is
no  assurance that Ascent can raise any additional funds in which
case it may be required to curtail its operations. The Company is
required  to recognize losses, up to the amount of its loans,  to
the  extent  Ascent  has  accumulated losses  in  excess  of  its
stockholders'  equity  and the indebtedness  subordinate  to  the
Company's  loans. The Company is further required to  assess  the
general  collectibility  of its loans  to  Ascent  and  make  any
appropriate  reserves. The Company will continue to  monitor  the
operations  and forecasts of Ascent to consider what actions,  if
any, are required with respect to the Company's loans to Ascent.

      An important element of the Company's long term strategy is
to  pursue acquisitions that in general will broaden global reach
and/or  augment  product portfolios. While no commitments  exist,
the  Company is presently considering and expects to continue its
pursuit  of complementary acquisitions or alliances. In order  to
accomplish   any   individually   significant   acquisition    or
combination  of acquisitions, the Company may use  its  available
cash and credit lines and, if more significant, obtain additional
financing  in  the  form  of  equity  related  securities  and/or
borrowings.   To  prepare  for  this  possibility,  the   Company
presently  has an effective shelf registration with approximately
$200  million  available for either debt or equity financing.  In
anticipation  of  further  offerings  the  Company  amended   its
Certificate of Incorporation to increase the number of authorized
shares  of Class A Common Stock from 50 million to 65 million  in
July 2000.

Recent Accounting Pronouncements

      In  June  1998,  the Financial Accounting  Standards  Board
(FASB) issued SFAS 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, 2000
(January  1,  2001 for the Company). SFAS 133 requires  that  all
derivative instruments be recorded on the balance sheet at  their
fair value. Changes in the fair value of derivatives are recorded
each  period  in current earnings or other comprehensive  income,
depending  on  whether a derivative is designated as  part  of  a
hedge  transaction and, if it is, the type of hedge  transaction.
SFAS  133  is  not  expected to have a  material  impact  on  the
Company's consolidated results of operations, financial  position
or cash flows.

Item  3.  Quantitative and Qualitative Disclosures  about  Market
Risk

Quantitative Disclosure - There has been no material  changes  in
the   Company's  market  risk  during  the  nine   months   ended
September 30, 2000.

Qualitative Disclosure - This information is set forth under  the
caption "Derivative Financial Instruments" included in Item 7  of
the  Company's  Annual Report on Form 10-K for  the  fiscal  year
ended December 31, 1999.

___________

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, 1999.

PART II.    OTHER INFORMATION

Item 4.   Results of Votes of Security Holders

     An Amendment to the Company's Amended and Restated
Certificate of Incorporation was approved by written consent of:

          For       53,643,595
          Against      244,652
          Abstain      352,433

     The approval increased the authorized number of shares of
Class A Common Stock from 50,000,000 to 65,000,000.

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits (electronic filing only)
          3    Amendment to the Amended and Restated Certificate
               of Incorporation of Alpharma Inc. is filed as an
               exhibit to this report.

          27   Financial Data Schedule

     (b)  Reports on Form 8-K

          On October 31, 2000, the Company filed a report on Form
          8-K reporting in Item 5 - the restatement of its
          financial statements for 1999 and the two quarters of
          2000 and in Item 9 - the press release reporting third
          quarter earnings.





                           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 14, 2000      /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer