Page 1 of 29




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


                           FORM 10-Q/A
                       Amendment No. 1 to

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


For quarter ended                  Commission file number 1-8593
June 30, 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 July 28, 2000:

    Class A Common Stock, $.20 par value -- 25,405,501 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 (restated)
     as of June 30, 2000 and December 31, 1999             3

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

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

     Notes to Consolidated Condensed Financial
      Statements                                           6-18


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                  19-26

   Item 3. Quantitative and Qualitative Disclosures
           about Market Risk                               27

PART II.  OTHER INFORMATION

   Item 4.       Submission of Matters to a Vote
            of Security Holders                            28

     Item   6.         Exhibits   and   reports   on   Form   8-K
28

              Signatures                                 29

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

                                              June 30,    December 31,
                                                2000        1999
                                            (Restated)    (Restated)
ASSETS
Current assets:
  Cash and cash equivalents                 $  22,046      $ 17,655
  Accounts receivable, net                    211,433       189,261
  Inventories                                 235,796       161,033
  Prepaid expenses and other
   current assets                              14,565        13,923

     Total current assets                     483,840       381,872

Property, plant and equipment, net            321,529       244,413
Intangible assets, net                        635,061       488,958
Other assets and deferred charges              48,211        45,023
          Total assets                     $1,488,641    $1,160,266

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt         $  15,038       $ 9,111
  Short-term debt                              26,296         4,289
  Accounts payable and accrued expenses       148,520       135,281
  Accrued and deferred income taxes            10,289        15,595
     Total current liabilities                200,143       164,276

Long-term debt:
  Senior                                      335,846       225,110
  Convertible subordinated notes,
     including $67,850 to related party       370,119       366,674
Deferred income taxes                          33,386        35,065
Other non-current liabilities                  17,584        17,208

Stockholders' equity:
  Class A Common Stock                          5,132         4,078
  Class B Common Stock                          1,900         1,900
  Additional paid-in-capital                  492,292       297,780
  Accumulated other comprehensive
    loss                                     (65,878)      (34,201)
  Retained earnings                           105,060        88,560
  Treasury stock, at cost                     (6,943)       (6,184)
     Total stockholders' equity               531,563       351,933
          Total liabilities and
           stockholders' equity            $1,488,641    $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       Six Months Ended
                                    June 30,               June 30,
                                2000       1999        2000            1999
                                (Restated)   (Restated)          (Restated)
(Restated)

Total revenue               $224,039    $162,217     $410,117   $318,166
   Cost of sales              123,957     89,057      220,999    176,998
Gross profit                 100,082      73,160      189,118    141,168
   Selling, general and
     administrative expenses  68,293      52,743      131,390    102,814

Operating income              31,789      20,417       57,728     38,354

   Interest expense         (13,053)     (8,857)     (23,913)   (16,323)
   Other, net                (4,857)        (22) (3,909)       921
Income before provision
 for income taxes             13,879      11,538      29,906      22,952
   Provision for income
      taxes                    4,835       4,170       10,497      8,386
Net  income                 $  9,044     $  7,368    $  19,409  $ 14,566


Earnings per common share:

  Basic                      $  0.28     $  0.27      $  0.63   $   0.53
  Diluted                    $  0.27     $  0.26      $  0.60  $   0.52
Dividends per common share   $ 0.045     $ 0.045      $  0.09   $   0.09



                The accompanying notes are an integral part
            of the consolidated condensed financial statements.
                      ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                         (In thousands of dollars)
                                (Unaudited)
                                                 Six Months Ended
                                                   June 30,
                                               2000             1999
                                            (Restated)    (Restated)
Operating Activities:
  Net income                                  $ 19,409    $ 14,566
  Adjustments to reconcile net
   income to net cash provided
   by operating activities:
   Depreciation and amortization                31,257      21,893
   Interest accretion on convertible debt        3,445         512
  Changes in assets and liabilities,
   net of effects from business
   acquisitions:
     (Increase)decrease in accounts receivable    (26,288)   11,008
     (Increase) in inventory                      (41,066)   (19,680)
     Increase (decrease) in accounts payable,
       accrued expenses and taxes payable          15,057   (3,953)
Other, net                                            797      768
       Net cash provided by
         operating activities                       2,611      25,114

Investing Activities:
  Capital expenditures                            (26,700)   (15,050)
  Loans to Ascent Pediatrics                       (1,500)  (4,000)
  Purchase of businesses and intangible
     assets, net of cash acquired                (268,941)   (173,626)
    Net cash used in investing activities        (297,141)    (192,676)

Financing Activities:
  Dividends paid                                       (2,909)   (2,488)
  Proceeds from sale of convertible
   subordinated debentures                                 -     170,000
  Proceeds from senior long-term debt                   93,850   277,000
  Reduction of senior long-term debt                   (4,446)  (278,858)
  Net advances under lines of credit                    22,168   4,020
  Payments for debt issuance costs                       (747)   (8,445)
  Proceeds from issuance of common stock              193,434    14,431
       Purchase of treasury stock                        (759)      -
          Net cash provided by financing activities    300,591   175,660

Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                            (2,352)   (1,519)
  Income tax effect of exchange rate
    changes on intercompany advances                      682     1,523
     Net cash flows from exchange
               rate changes                            (1,670)        4

Increase in cash                                         4,391   8,102
Cash and cash equivalents at
  beginning of year                                  17,655      14,414
Cash and cash equivalents at
  end of period                                       $ 22,046     $ 22,516

             The accompanying notes are an integral part
         of the consolidated condensed financial statements.
1A.       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   six   month   periods  ended  June  30,  2000  are  not   necessarily
indicative of the results to be expected for the full year.

1B.  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  June  30,  2000  and  statements
of  income  for  the  three  and  six month periods  ended  June  30,  2000
and 1999 follows:

                                         June 30, 2000
                                   Reported         Restated
ASSETS:
 Accounts receivable              $219,137          $211,433
 Inventory                         231,614           235,796
 Other current assets               36,611            36,611
     Current assets                487,362           483,840

 Non current assets              1,004,801         1,004,801

          Total assets          $1,492,163        $1,488,641

LIABILITIES AND EQUITY:
 Current liabilities              $201,440          $200,143
 Long-term debt                    705,965           705,965
 Deferred taxes and other           50,970            50,970
 Cumulative translation adj.      (65,769)          (65,878)
 Stockholders' equity              599,557           597,441

          Total liabilities &
             equity             $1,492,163        $1,488,641


                     Three Months Ended      Six Months Ended
                        June 30, 2000          June 30, 2000
                     Reported   Restated    Reported   Restated

Total revenue       $219,545    $224,039   $407,825   $410,117
Cost of sales       121,417     123,957    219,453     220,999
Gross profit         98,128     100,082    188,372     189,118
Selling, general &
  administrative
  expenses           68,293       68,293   131,390     131,390
Operating income     29,835     31,789      56,982      57,728
Interest expense    (13,053)    (13,053)   (23,913)   (23,913)
Other, net            (4,857)     (4,857)   (3,909)    (3,909)
Income before
  provision for
  income taxes       11,925     13,879      29,160      29,906
Provision for
  income taxes        4,093       4,835     10,214      10,497
Net income          $  7,832    $ 9,044    $18,946     $19,409
Earnings per
  common share:
     Basic            $0.24      $0.28       $0.61       $0.63
     Diluted          $0.24      $0.27       $0.59       $0.60



                     Three Months Ended      Six Months Ended
                        June 30, 1999          June 30, 1999
                     Reported   Restated    Reported   Restated

Total revenue       $163,839    $162,217   $320,598   $318,166
Cost of sales        90,028      89,057    178,395     176,998
Gross profit         73,811      73,160    142,203     141,168
Selling, general &
  administrative
  expenses           52,743       52,743   102,814     102,814
Operating income     21,068     20,417      39,389      38,354
Interest expense    (8,857)     (8,857)    (16,323)   (16,323)
Other, net             (22)        (22)        921         921
Income before
  provision for
  income taxes       12,189     11,538      23,987      22,952
Provision for
  income taxes        4,417       4,170      8,779       8,386
Net income          $  7,772    $ 7,368    $15,208     $14,566
Earnings per
  common share:
     Basic            $0.28      $0.27       $0.56       $0.53
     Diluted          $0.28      $0.26       $0.55       $0.52


2.   Inventories

     Inventories consist of the following:

                                   June 30,    December 31,
                                     2000          1999

     Finished product          $ 141,615        $ 94,189
     Work-in-process               32,371         28,938
     Raw materials                 61,810         37,906
                                $235,796        $161,033


3.   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  have been 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 (two  of  which  will  be
operated  by  Roche  until  third party consents  are  received),
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  Agreement,
the  Company engaged and incurred fees to investment  bankers  to
advise   on   options  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   $.10 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
$3,000 may be paid in the next 3 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   Six Months Ended
                             June 30,            June 30,
                          2000*     1999      2000*     1999

Revenue                 $231,000  $237,100  $467,100  $469,200
Net income              $10,700    $1,700   $12,400    $1,900
Basic EPS                $0.33      $0.06     $0.40     $0.07
Diluted EPS              $0.31      $0.06     $0.39     $0.07


     *  2000 excludes actual non-recurring charges related to the
Roche MFA acquisition of $4,026 after tax or $0.10 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.

4.   Long-Term Debt and Equity Financing

Long-term debt consists of the following:
                                            June 30,    December 31,
                                               2000          1999
Senior debt:
 U.S. Dollar Denominated:
  1999 Credit Facility
  (7.70 - 8.03%)                            $271,350     $180,000
  Note payable - Roche                        30,000        -
  Industrial Development Revenue Bonds         8,450        9,130
  Other, U.S.                                    112          172

 Denominated in Other Currencies (NOK)        40,972       44,919
  Total senior debt                          350,884      234,221

Subordinated debt:
 3%     Convertible Senior Subordinated
      Notes due 2006 (6.875% yield),
      including interest accretion            177,269       173,824
 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                     370,119       366,674

  Total long-term debt                       721,003      600,895
  Less, current maturities                    15,038        9,111
                                            $705,965     $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 $186,000. 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 3.)

     In June 2000 the Company signed an amendment to its $300,000
Credit  Agreement  ("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
that facility.

5.   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   Six Months Ended
                        June 30,  June 30,  June 30,  June 30,
                          2000      1999      2000      1999

Average shares
outstanding - basic     32,475     27,503    31,050    27,379
Stock options              560        353       430       380
Convertible debt          6,744       -       6,744       -
Average shares
outstanding - diluted   39,779     27,856    38,224    27,759

      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  the
three  months and six months ended June 30, 2000. The calculation
of  the  assumed conversion was antidilutive for the three months
and six months ended June 30, 1999.

      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 outstanding at June 30, 2000, but were  not
included in the computation of diluted EPS because the result was
antidilutive for all periods presented.

     The numerator for the calculation of basic EPS is net income
for all periods. The numerator for the calculation of diluted EPS
is  net income for the three months and six months ended June 30,
1999.  The  numerator for the three months and six  months  ended
June  30, 2000 includes an add back for interest expense and debt
cost  amortization, net of income tax effects, related to the  05
Notes.

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

                              Three Months     Six Months Ended
                                  Ended
                              June     June      June     June
                              30,       30,      30,      30,
                              2000     1999      2000     1999

Net income - basic          $9,044    $7,368   $19,409  $14,566
Adjustments under if -
  converted method, net of    1,811     -       3,622      -
tax
Adjusted net income -       $10,855   $7,368   $23,031  $14,566
diluted


6.   Supplemental Data

                              Three Months     Six Months Ended
                                  Ended
                              June     June      June     June
                              30,       30,      30,      30,
                              2000     1999      2000     1999
Other income (expense),
net:
 Fees for bridge financing-  $(4,730)   $ -     $(4,730)   $ -
  MFA acquisition
 Interest income               688      258    1,084      444
 Foreign exchange gains
  (losses), net              (631)       29    (442)    (268)
 Amortization of debt costs  (502)    (367)    (995)    (657)
 Litigation/Insurance
  settlement                   -         -       483    1,000
 Income from joint venture
       carried at equity       455      348      958       648
 Other, net                   (137)   (290)     (267)     (246)
                            $(4,857)   $ (22) $(3,909)  $  921


Supplemental cash flow
information:
                            Six Months Ended
                              June     June
                              30,       30,
                              2000     1999

Cash paid for interest (net
of                          $20,006   $13,226
 amount capitalized)
Cash paid for income taxes
 (net of refunds)           $12,375   $7,660

Detail of businesses and
 intangibles acquired:
 Fair value of assets       $298,941  $213,087
 Seller financed debt -      30,000     -
Roche
 Liabilities assumed            -      38,558
 Cash paid                  268,941
                                      174,529
 Less cash acquired             -         903
 Net cash paid for
  businesses and            $268,941  $173,626
intangibles



7.   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  loss amounted to approximately $4,484  and  $1,883
for  the three months ended June 30, 2000 and 1999, respectively.
Total  comprehensive loss amounted to approximately  $12,268  and
$8,992 for the six months ended June 30, 2000 and 1999. The  only
components  of  accumulated  other  comprehensive  loss  for  the
Company are foreign currency translation adjustments.


8.   Contingent Liabilities and Litigation

      The  Company  was  originally  named  as  one  of  multiple
defendants  in  62  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  54  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  since
answering   their  inquiries.  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.


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 June 30,
                     2000        1999         2000        1999
                          Revenues             Operating Income

IPD               $76,862     $68,055         $12,581       $7,565
USPD               51,941      42,315           4,351        2,322
FCD                14,954      16,019           6,291        6,192
AHD (1)            77,327      33,481          13,483 *      8,500
AAHD                3,020      2,522           (1,108)        (920)
Unallocated and
 eliminations        (65)        (175)         (3,809)      (3,242)
                  $224,039(1)  $162,217(1)    $31,789(1)  $ 20,417(1)



                            Six Months Ended June 30,
                     2000        1999         2000        1999
                          Revenues             Operating Income

IPD               $162,013       $128,200   $  27,184       $13,022
USPD               95,800          81,751       7,885        4,443
FCD                30,813          31,452       12,159       11,946
AHD (1)           116,702          73,142       21,580 *     17,466
AAHD                6,001          4,634        (2,397)      (1,840)
Unallocated and
 eliminations      (1,212)        (1,013)      (8,683)      (6,683)
                  $410,117(1)   $318,166(1)   $57,728(1)    $38,354(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 $199,937.
Due  primarily  to the acquisition of Roche MFA the  identifiable
assets of AHD at June 30, 2000 are approximately $556,500.


10.  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 June 30, 2000, the Company has advanced
$12,000  to Ascent under the 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 second half 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  June  30,
2000, no losses or reserves were provided.

11.  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.

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

(All  amounts have been restated as appropriate. See Note  1B  to
the Condensed Financial Statements.)

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
the second quarter of 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  $186.0 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.

     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  second
quarter 2000 results include one-time charges related to the  MFA
acquisition of $6.1 million ($4.0 million after tax or  $.10  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
acquisitions and MFA, in particular, 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 objectively. The Company
estimates  acquisitions  contributed  revenues  of  approximately
$63.0  million and $86.0 million, respectively, in the three  and
six months ended June 30, 2000.

      The  Company  further estimates if the  cost  of  financing
necessary to make the acquisitions is considered both the quarter
and six months ended June 30, 2000 were diluted to some extent by
the aggregate acquisitions.

Results of Operations - Six Months Ended June 30, 2000

      Total  revenue increased $92.0 million (28.9%) in  the  six
months ended June 30, 2000 compared to 1999. Operating income  in
2000 was $57.7 million, an increase of $19.4 million, compared to
1999.  Net  income  was $19.4 million ($.60  per  share  diluted)
compared to $14.6 million ($.52 per share diluted) in 1999.  2000
earnings  per  share are diluted by the sale of  Class  A  Common
stock  in  November 1999 and May 2000. The six months ended  June
30,  2000  results are reduced by one-time charges totaling  $4.0
million  after  tax or $.10 per share related to the  acquisition
and interim financing of MFA in May 2000. Without the charges net
income would have been $23.4 million ($.70 per share diluted).

      Revenues increased in the Human Pharmaceuticals business by
$47.2 million and in the Animal Pharmaceuticals business by $44.9
million.  The  increase  in revenues was  reduced  by  over  $9.0
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 six month period ended June 30, 2000 compared  to
June 30, 1999 are as follows:

      Revenues in IPD increased by $33.8 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  trending  down
compared  to the third and fourth quarters 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  have  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  have resulted in certain lower prices in  the  second
quarter and further reductions as a result of the adoption of the
above  noted legislation will occur in the second half  of  2000.
The  Company's  2000  business plan anticipated  the  approximate
effect of lower pricing.

       USPD  revenues  increased  $14.0  million  due  to  volume
increases  in new and existing products offset in part  by  lower
net  pricing. Revenues in FCD decreased by $.6 million due mainly
to  minor price increases being entirely offset by translation of
sales in local currency into the U.S. Dollar.

      AHD  revenues  increased $43.6 million due to  acquisitions
primarily  MFA.  Adverse market and competitive conditions  in  a
number  of AHD's main markets caused volume reductions in certain
ongoing products as the Company's marketing effort was focused on
the   newly   acquired  MFA  products.  AAHD  revenues  increased
primarily  due  to the acquisition of Vetrepharm in  November  of
1999.

      On  a  consolidated  basis, gross  profit  increased  $48.0
million  and the gross margin percent increased to 46.1% in  2000
compared to 44.4% in 1999.

       A   major  portion  of  the  increase  results  from   the
acquisitions  (primarily MFA and Isis),  higher  pricing  in  the
IPD's  United Kingdom market and to volume increases of a  number
of  products in USPD. 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 $28.6 million and represented
32.0%  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 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.

      Operating  income  increased  $19.4  million  (50.5%).  IPD
accounted  for  the  majority of the increase  primarily  due  to
higher pricing in the U.K. market and to a lesser extent the Isis
acquisition. Increased operating income recorded by USPD  due  to
increased  volume  and  in AHD due to the  MFA  acquisition  were
offset in part by lower volume in certain IPD and AHD markets.

      Interest  expense  increased in 2000 by  $7.6  million  due
primarily to debt incurred to finance the acquisitions and  to  a
lesser extent, higher interest rates in 2000.

      Other,  net was $3.9 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.

Results of Operations - Three Months Ended June 30, 2000

      Total revenue increased $61.8 million (38.1%) in the  three
months ended June 30, 2000 compared to 1999. Operating income  in
2000 was $31.8 million, an increase of $11.4 million, compared to
1999.  Net  income  was  $9.0 million ($.27  per  share  diluted)
compared  to $7.4 million ($.26 per share diluted) in 1999.  2000
earnings  per share are diluted by the sale of stock in  November
1999  and May 2000. The three months ended June 30, 2000  results
are  reduced by one-time charges totaling $4.0 million after  tax
or  $.10  per  share  related  to  the  acquisition  and  interim
financing  of MFA in May of 2000. Without the charges net  income
would have been $13.0 million ($.37 per share diluted).

      Revenues increased in the Human Pharmaceuticals business by
$17.4 million and in the Animal Pharmaceuticals business by $44.3
million.  The  increase  in revenues was  reduced  by  over  $5.0
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 June 30, 2000  compared
to June 30, 1999 are as follows:

      Revenues in IPD increased by $8.8 million due primarily  to
the  Isis  acquisition  and higher pricing  in  the  U.K.  offset
partially by effects of currency translation and lower volume  in
certain  markets.  The  pricing in the  U.K.  market  was  higher
relative to the second quarter of 1999, but was lower compared to
the third and fourth quarters of 1999. U.K. revenues grew in 1999
primarily  as  a result of higher pricing due in  large  part  to
conditions  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. The government has indicated that it will review the
interim  legislation  within the next 12 to  15  months.  Further
price decreases will occur in the second half of 2000 as a result
of  the legislation. The Company's 2000 business plan anticipated
the approximate effect of lower pricing.

     USPD revenues increased $9.6 million due to volume increases
in new and existing products offset in part by lower net pricing.
Revenues  in  FCD decreased by $1.1 million due mainly  to  lower
volume  and  currency translation. AHD revenues  increased  $43.8
million due primarily to the acquisition of MFA in May 2000.  MFA
sales  were  the  primary focus of the marketing  effort  in  the
second  quarter  and  volume in other core products  and  markets
declined due to adverse market and competitive conditions and the
strategy  to  manage product mix in favor of MFA  products.  AAHD
sales  increased  $.5 million due mainly to  the  acquisition  of
Vetrepharm in 1999.

      On  a  company-wide  basis, gross  profit  increased  $26.9
million  and the gross margin percent declined slightly to  44.7%
in 2000 compared to 45.1% in 1999.

      AHD  also  recorded a $1.0 million charge for an  inventory
write-up and subsequent write off upon sale of Roche manufactured
MFA  inventory  included in the May acquisition  (excluding  this
charge consolidated gross profit percent was 45.1%).

      A major portion of the increase in dollars results from the
acquisitions  (primarily MFA and Isis), and to  a  lesser  extent
increased  volume  in USPD. Partially offsetting  increases  were
volume declines in certain AHD and IPD markets and the effects of
foreign  currency translation. On an overall basis higher pricing
in  the  U.K. market was offset by lower net pricing in USPD  and
AHD.

      Operating  expenses increased $15.6 million and represented
30.5%  of revenues in 2000 compared to 32.5% in 1999. The  dollar
increase is attributable to the acquisitions (primarily  MFA  and
Isis).  Also  included is a $.4 million expense for severance  of
AHD  employees primarily in selling and marketing due to the  MFA
acquisition.

     On an overall basis operating income increased $11.4 million
due  to the acquisitions of MFA and Isis and increased volume  in
USPD, offset by the $1.4 million of acquisition charges in AHD.

      Interest  expense  increased in 2000 by  $4.2  million  due
primarily to debt incurred to finance the acquisitions and  to  a
lesser extent, higher interest rates in 2000.

      Other,  net  was $4.9 million expense in 2000 due  to  $4.7
million fees incurred as part of the Bridge Financing.


Financial Condition

     Working capital at June 30, 2000 was $283.7 million compared
to  $217.6  million at December 31, 1999. The current  ratio  was
2.42  to  1  at June 30, 2000 compared to 2.32 to 1 at year  end.
Long-term  debt to stockholders' equity was 1.33:1  at  June  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  May  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.

      All  balance sheet captions decreased as of June  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  German  Mark
depreciated versus the U.S. Dollar in the six months of  2000  by
approximately 7%, 6%, 6% and 5%, 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  $4.1  million,  inventories  $4.9  million,
accounts  payable  and accrued expenses $4.1 million,  and  total
stockholders' equity $31.7 million. The $31.7 million decrease in
stockholder's  equity represents accumulated other  comprehensive
loss  for  the six months ended June 30, 2000 resulting from  the
continued strengthening of the U.S. Dollar.

      At  June  30, 2000, the Company had $22.0 million in  cash,
available  short  term  lines of credit  of  approximately  $37.0
million and approximately $107.0 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 June 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.

      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 July 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   third  quarter  of  2000  or  later.  The  delay  in   drug
introduction   has  resulted  in  Ascent  continuing   to   incur
substantial  losses  thru  June  30,  2000.  If  the   commercial
introduction  of  the second product is delayed  past  the  third
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, both in human
and   animal   pharmaceuticals.  In  order  to   accomplish   any
individually   significant   acquisition   or   combination    of
acquisitions,  the Company will need to obtain and  is  currently
considering  additional financing in the form of  equity  related
securities  and/or  borrowings. To prepare for this  possibility,
the  Company  presently  has  an  effective  $500  million  shelf
registration  available for either debt or equity  financing  and
anticipates amending its Certificate of Incorporation to increase
the  number of authorized shares of Class A Common Stock from  50
million to 65 million.

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 six months ended  June  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.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)    Alpharma Inc. annual meeting was held on May 25, 2000.

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

         Thomas G. Gibian     17,828,627      131,780
         Peter G. Tombros     17,836,333      124,074
         Erik Hornnaess       17,837,988      122,419

         Class B Directors
         I. Roy Cohen         9,500,000         0
         Glen E. Hess         9,500,000         0
         Ingrid Wiik          9,500,000         0
         Einar W. Sissener    9,500,000         0
         Erik G. Tandberg     9,500,000         0
         0yvin A. Broymer     9,500,000         0

 (c) An Amendment to the Company's 1997 Incentive Stock Option
and Appreciation Right Plan, as amended, was approved by a vote
of:

                 For                 22,601,852
                 Against              3,095,102
                 Abstain                247,340
                 No Vote              1,516,113

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits
          4.0  Amendment No. 4 to the 1999 Credit Facility and Amendment
               No. 5 to the Parent Guaranty dated June 29, 2000 between the
               Company and the Banks that are parties to the amended agreement
               (previously filed).

          27   Financial Data Schedule (electronic filing only)

     (b)  Reports on Form 8-K

          On May 5, 2000, the Company filed a report on Form 8-K
          dated May 2, 2000 reporting Item 2. "Acquisition or
          Disposition of Assets." The event reported was the
          acquisition of the MFA business. The Form 8-K included
          the audited financial statements of the MFA business
          and required pro forma financials.


                           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 15, 2000       /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer