Page 24 of 24
                          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
March 31, 1999

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

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

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

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

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

                    YES   X         NO

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

     Class A Common Stock, $.20 par value -- 18,004,928 shares;
     Class B Common Stock, $.20 par value -- 9,500,000 shares.


                              ALPHARMA INC.

                                  INDEX

                                                      Page No.

PART       I. FINANCIAL INFORMATION

   Item 1. Financial Statements

    Consolidated Condensed Balance Sheet as of
    March 31, 1999 (restated) and December 31, 1998        3

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

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

    Notes to Consolidated Condensed Financial
    Statements                                             6-15

   Item 2. Management's Discussion and Analysis
           of Financial Condition and Results of
           Operations                                      16-23

PART II. OTHER INFORMATION

   Item 6. Exhibits and Reports on Form 8-K                 23

   Signatures                                               24












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

                                            March  31,
                                               1999      December 31,
                                             (Restated)      1998

ASSETS
Current assets:
  Cash and cash equivalents               $   11,266      $ 14,414
  Accounts receivable, net                   145,025       169,744
  Inventories                                140,923       138,318
  Prepaid expenses and other
     current assets                            12,226      13,008

     Total current assets                     309,440     335,484

Property, plant and equipment, net            237,694      244,132
Intangible assets, net                        304,098      315,709
Other assets and deferred charges              23,731      13,611
          Total assets                       $874,963     $908,936

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt          $  9,852     $ 12,053
  Short-term debt                              17,769       41,921
  Accounts payable and accrued expenses       101,201      105,679
  Accrued and deferred income taxes             6,514      10,784
     Total current liabilities                135,336     170,437
Long-term debt:
  Senior                                      236,484      236,184
  Convertible subordinated notes,
     including $67,850 to related party       192,850      192,850
Deferred income taxes                          31,180       31,846
Other non-current liabilities                   9,178       10,340

Stockholders' equity:
  Class A Common Stock                          3,640        3,551
  Class B Common Stock                          1,900        1,900
  Additional paid-in-capital                  230,228      219,306
  Accumulated other comprehensive
     loss                                    (22,249)     (7,943)
  Retained earnings                            62,600      56,649
  Treasury stock, at cost                     (6,184)     (6,184)
     Total stockholders' equity               269,935     267,279
          Total liabilities and
           stockholders' equity              $874,963    $908,936

           The accompanying notes are an integral part
       of the consolidated condensed financial statements.

                 ALPHARMA INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF INCOME
              (In thousands, except per share data)
                           (Unaudited)

                                          Three Months Ended
                                             March 31,
                                              1999
                                           (Restated)    1998

Total revenue                              $155,949    $126,562
   Cost of sales                             87,941      73,145

Gross profit                                 68,008      53,417

   Selling, general and
     administrative expenses                 50,071      40,007

Operating income                             17,937      13,410

   Interest expense                         (7,466)     (4,490)
   Other, net                                   943       (201)

Income before provision for income taxes     11,414       8,719

   Provision for income taxes                 4,216       3,317
Net income                                   $7,198      $5,402

   Earnings per common share:
   Basic                                     $ 0.26      $ 0.21
   Diluted                                   $ 0.26      $ 0.21

Dividend per common share                    $ .045      $ .045


           The accompanying notes are an integral part
       of the consolidated condensed financial statements.


                 ALPHARMA INC. AND SUBSIDIARIES
         CONSOLIDATED CONSENSED STATEMENT OF CASH FLOWS
                    (In thousands of dollars)
                           (Unaudited)
                                           Three Months Ended
                                                  March 31,
                                                          1999
                                                    (Restated)1
998
Operating Activities:
   Net income                               $7,198     $5,402
   Adjustments to reconcile net
     income to net cash provided
     by operating activities, principally
     depreciation and amortization          10,582      7,969
   Changes in assets and liabilities,
     net of effects from business
     acquisitions:
   Decrease in accounts receivable          18,414     12,619
   (Increase) in inventory                 (7,400)    (4,751)
   (Decrease) in accounts payable,
    accrued expenses and taxes payable     (3,780)    (5,679)
   Other, net                                (870)    (1,460)
    Net cash provided by
    operating activities                    24,144     14,100

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

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

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

  Decrease in cash                         (3,148)      (498)

  Cash and cash equivalents at
   beginning of year                        14,414     10,997
  Cash and cash equivalents at
   end of period                          $ 11,266   $ 10,499

           The accompanying notes are an integral part
       of the consolidated condensed financial statements.


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  1998
Annual  Report on Form 10-K. The reported results for  the  three
month  period ended March 31, 1999 are not necessarily indicative
of the results to be expected for the full year.

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 March 31, 1999 and statement
of income for the three months ended March 31, 1999 follows:

                                         March 31, 1999
                                   Reported         Reported
ASSETS:
  Accounts receivable             $145,844          $145,025
 Inventory                         140,492           140,923
 Other current assets               23,492            23,492
     Current assets                309,828           309,440

 Non current assets                565,523           565,523

          Total assets            $875,351          $874,963

LIABILITIES AND EQUITY:
 Current liabilities              $135,482          $135,336
 Long-term debt                    429,334           429,334
 Deferred taxes and other           40,358            40,358
 Cumulative translation adj.      (22,245)          (22,249)
 Stockholders' equity              292,422           292,184

          Total liabilities &
             equity               $875,351          $874,963


                                Three Months Ended
                                  March 31, 1999
                            Reported          Restated

Total revenue             $156,759        $155,949
Cost of sales               88,367          87,941
Gross profit                68,392          68,008
Selling, general &
  administrative
  expenses                  50,071          50,071
Operating income            18,321          17,937
Interest expense           (7,466)         (7,466)
Other, net                     943             943
Income before
  provision for
  income taxes              11,798          11,414
Provision for
  income taxes               4,362           4,216
Net income                 $ 7,436        $  7,198
Earnings per
  common share:
     Basic                   $0.27           $0.26
     Diluted                 $0.27           $0.26

2.   Inventories

     Inventories consist of the following:

                                 March 31,    December 31,
                                   1999          1998

     Finished product            $ 78,400       $68,834
     Work-in-process               28,835        25,751
     Raw materials                 33,688        43,733
                                 $140,923      $138,318

3.   Long-Term Debt

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

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

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

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

Long-term debt consists of the following:

                                         March 31,     December 31,
                                            1999           1998
Senior debt:
 U.S. Dollar Denominated:
  1999 Revolving Credit Facility (6.6%)   $187,000                -
  Prior Revolving Credit Facility
   (6.6 - 7.0%)                                  -         $180,000
  A/S Eksportfinans                              -            7,200
  Industrial Development Revenue Bonds:
   Baltimore County, Maryland
      (7.25%)                                4,565            4,565
      (6.875%)                               1,200            1,200
   Lincoln County, NC                        4,500            4,500
  Other, U.S.                                  265              504

 Denominated in Other Currencies:
  Mortgage notes payable (NOK)              41,067           42,224
  Bank and agency development loans (NOK)    7,719            7,991
  Other, foreign                                20               53
 Total senior debt                         246,336          248,237

Subordinated debt:
 5.75% Convertible Subordinated Notes
       due 2005                            125,000          125,000
 5.75% Convertible Subordinated
       Note due 2005 - Industrier Note      67,850           67,850
 Total subordinated debt                   192,850          192,850

  Total long-term debt                     439,186          441,087
  Less, current maturities                   9,852           12,053
                                          $429,334         $429,034

4.  Earnings Per Share

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

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

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

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

5.  Supplemental Data

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

6.  Reporting Comprehensive Income

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

     SFAS  130  requires foreign currency translation adjustments
to  be  included  in  other comprehensive  income  (loss).  Total
comprehensive loss amounted to approximately $7,109 and $182  for
the three months ended March 31, 1999 and 1998, respectively. The
only  components of accumulated other comprehensive loss for  the
Company are foreign currency translation adjustments.

7.   Contingent Liabilities and Litigation

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

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

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

8. Business Acquisition

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

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

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

                               Pro Forma
                            Three Months Ended
                              March 31,1998
                               (Unaudited)

        Revenues              $149,500
        Net income              $4,150
        Basic EPS                $0.16
         Diluted EPS               $0.16

9. Business Segment Information

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

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

                            Three Months Ended March 31,
                      1999        1998       1999          1998
                         Revenues                 Income

IPD                $60,145      $35,362      $5,457       $1,980
USPD                39,436       37,041       2,121          720
FCD                 15,433       12,281       5,754        3,591
AHD                 39,661 (1)   38,947       8,966(1)     8,285
AAHD                 2,112        3,718       (920)          (3)
Unallocated and
 eliminations        (838)        (787)     (2,498)      (1,364)
                  $155,949(1)  $126,562
Interest expense                            (7,466)      (4,490)
  Pretax income                             $11,414(1)    $ 8,719

(1) Restated

10.   Strategic Alliances

Joint Venture:

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

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

Ascent Loan Agreement and Option:

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

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

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

11.   Subsequent Event

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

12.  Recent Accounting Pronouncements

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

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

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

(All 1999 amounts have been restated as appropriate. See Note 1B
to the Consolidated Condensed Financial Statements.)

Overview

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

1999

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

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

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

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

Results of Operations - Three Months Ended March 31, 1999

     Total  revenue increased $29.4 million (23.2%) in the  three
months  ended  March 31, 1999 compared to 1998. Operating  income
in  1999 was $17.9 million, an increase of $4.5 million, compared
to  1998.  Net  income was $7.2 million ($.26 per share  diluted)
compared to $5.4 million ($.21 per share diluted) in 1998.

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

     Revenues in IPD increased by $24.8 million due primarily  to
the  Cox acquisition in 1998 ($26.7 million) and the introduction
of  new  products  offset partially by lower  volume  in  certain
markets. Revenues in FCD increased by $3.2 million due mainly  to
volume  increases  in  vancomycin and  polymyxin.  USPD  revenues
increased  $2.4 million due to volume increases in  new  products
and  revenue from licensing activities offset partially by  lower
net  pricing. AHD revenues increased $.7 million due to increased
volume  in  the  poultry and cattle markets offset  partially  by
sales  previously  recorded  by  Wade  Jones  company  now  being
recorded  by  Wynco,  the  company's joint  venture  distribution
company.(i.e.  Wynco joint venture revenues are not  included  in
the  Company's consolidated sales effective in January 1999  when
the  joint venture commenced.) AAHD sales were $1.6 million lower
due to market developments which resulted in lower vaccine volume
in the Norwegian salmon market.

     On  a  consolidated  basis,  gross  profit  increased  $14.6
million  and the gross margin percent increased to 43.6% in  1999
compared to 42.2% in 1998.

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

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

     Operating  expenses increased $10.1 million and  represented
32.1%   of   revenues  in  1999  compared  to  31.6%   in   1998.
Approximately  half of the increase is attributable  to  the  Cox
acquisition.   Other   increases   included   professional    and
consulting  fees  for  litigation and administrative  actions  to
attempt  to  reverse the European Union ban on  bacitracin  zinc,
consulting  expenses for information technology and acquisitions,
and   annual   increases  in  compensation  including   increased
incentive programs.

     Operating   income  increased  $4.5  million  (33.8%).   IPD
accounted for $3.5 million of the increase primarily due  to  Cox
operating  income. Increases were recorded by AHD  due  primarily
to  increased  volume, by USPD due to new products and  licensing
activities,  and  by  FCD due to increased volume.  Increases  in
certain  operating expenses and lower AAHD income due  to  market
developments offset increased operating income to some extent.

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

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

Management Actions

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

Year 2000

General

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

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

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

Phase 1:  Awareness/Assessment - identify, quantify and
          prioritize business and financial risks by area.

Phase 2: Budget/Plan/Timetable - prepare a plan  including  costs
         and target dates to address phase 1 exposures.

Phase 3: Implementation - execute the plan prepared in phase 2.

Phase 4: Testing/Validation - test and validate  the  implemented
          plans  to  insure the Y2K exposure has been  eliminated
          or mitigated.

State of Readiness

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

Information Systems and Hardware

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

Embedded Factory Systems

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

Third Party Relationships

                                        Quarter forecasted
                    Approximate range   for substantial
Phase               of completion       completion

1                   50 - 100% (a)       2nd Quarter 1999(a)
2                   55 -  90% (a)       2nd Quarter 1999 (a)
3                   (a) (b)             (a) (b)
4                   (a) (b)             (a) (b)

(a)Refers to significant identified risks - (e.g. customers,
   suppliers of raw materials and providers of services) does
   not include exposures that relate to interruption of utility
   or government provided services.

(b)Awaiting completion of vendor response and follow-up due
   diligence to Y2K readiness surveys.

Cost

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

Risks

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

     Possible  problem: the inability of significant sole  source
suppliers  of raw materials or active ingredients to  provide  an
uninterrupted supply of material necessary for the manufacture of
Company  products. Since various drug regulations will  make  the
establishment  of  alternative  supply  sources  difficult,   the
Company  is  considering building inventory  levels  of  critical
materials prior to December 31, 1999.

     Possible  problem: the failure to properly interface  caused
by  noncompliance  of  significant customer  operated  electronic
ordering  systems. The Company is considering plans  to  manually
process orders until these systems become compliant.

     Possible problem: the shutdown or malfunctioning of  Company
manufacturing equipment. The Company will advance internal clocks
to  the year 2000 on certain key equipment during scheduled plant
shutdowns  in  1999  to determine the effect  on  operations  and
develop plans, as necessary, for manual operations or third party
contract manufacturing.

     Based  on  the assessment efforts to date, the Company  does
not  believe  that  the Y2K issue will have  a  material  adverse
effect  on  its financial condition or results of operation.  The
Company  believes that any effect of the Year 2000 issue will  be
mitigated because of the Company's divisional operating structure
which is diverse both geographically and with respect to customer
and supplier relationships. Therefore, the adverse effect of most
individual failures should be isolated to an individual  product,
customer  or Company facility. However, there can be no assurance
that  the  systems of third-parties on which the  Company  relies
will  be  converted  in a timely manner, or  that  a  failure  to
properly  convert by another company would not  have  a  material
adverse effect on the Company.

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

Financial Condition

     Working  capital  at  March  31,  1999  was  $174.1  million
compared  to  $165.0 million at December 31,  1998.  The  current
ratio  was 2.29 to 1 at March 31, 1999 compared to 1.97 to  1  at
year  end.  Long-term debt to stockholders' equity was 1.59:1  at
March 31, 1999 compared to 1.61:1 at December 31, 1998.

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

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

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

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

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

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



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

                   PART II. OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    Financial Data Schedule (electronic filing only).

(b) Reports on Form 8-K

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

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

                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                             Alpharma Inc.
                             (Registrant)

Date: December 4, 2000        /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer