|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FORM 10-Q/A
Amendment No. 2 to                                                                                                                                                                                                                                                                                                                    
|Quarterly Report Pursuant to Section 13 or 15 (d) of 
the Securities Exchange Act of 1934                                                                                                                                                                                                                                                         
|For quarter ended
March 31, 2003                                                                                                                                                                                                                                                                                                                  
|Alpharma Inc.
(Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                              
|Delaware
(State of Incorporation)                                                                                                                                                                                                                                                                                                                 
|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                                                                                                                                                                                                                                                                                                                                          
|Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                                                                             
|YES    X                                                                                                                                                                                                                                                                                                                                          
|Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of May 5, 2003:                                                                                                                                                                                                                                  
|Class A Common Stock, $.20 par value -- 39,649,261 shares
Class B Common Stock, $.20 par value -- 11,872,897 shares                                                                                                                                                                                                                               







This amendment on the Form 10-Q of Alpharma Inc. (the "Company") is being filed solely to reflect changes necessitated by the Company's revision of its audited financial statements for the year ended December 2003. Items 1, 2 and 4 of Part 1 are the only items being amended hereby, and such amendments presents information as of the original date of the Form 10-Q. Items not being amended are presented for the convenience of the reader only.





ALPHARMA INC.

INDEX





|                |                                                                                                         | Page No.
|--------------- | ------------------------------------------------------------------------------------------------------- | --------
|PART I          | FINANCIAL INFORMATION                                                                                   |         
|Item 1          | Financial Statements                                                                                    |         
|                | Consolidated Condensed Balance Sheet as of March 31,
      2003 and December 31, 2002                   | 3       
|                | Consolidated Statement of Operations for the Three Months
      Ended March 31, 2003 and 2002           | 4       
|                | Consolidated Condensed Statement of Cash Flows for the
      Three Months Ended March 31, 2003 and 2002 | 5       
|                | Notes to Consolidated Condensed Financial Statements                                                    | 6 - 25  
|Item 2          | Management's Discussion and Analysis of Financial
      Condition and Results of Operations             | 26 - 31 
|Item 3          | Quantitative and Qualitative Disclosures about
      Market Risk                                        | 31      
|Item 4          | Controls and Procedures                                                                                 | 31 - 32 
|PART II.
Item 1 | OTHER INFORMATION
Legal Proceedings                                                                     | 33      
|Item 6          | Exhibits and Reports on Form 8-K                                                                        | 33 - 34 
|                | Signatures                                                                                              | 35      





PART I

ITEM 1.  Financial Statements



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

|                                            | March 31,
2003
(Restated) | December 31,2002
|------------------------------------------- | ------------------------- | ----------------
|ASSETS                                      |                           |                 
|Current assets:                             |                           |                 
|Cash and cash equivalents                   | $  24,501                 | $  23,872       
|Accounts receivable, net                    | 239,197                   | 234,327         
|Inventories                                 | 351,114                   | 343,899         
|Prepaid expenses and other current assets   | 68,359                    | 66,534          
|Assets of discontinued operations           | 2,731                     | 2,797           
|Total current assets                        | 685,902                   | 671,429         
|                                            |                           |                 
|Property, plant and equipment, net          | 473,447                   | 482,273         
|Goodwill                                    | 674,479                   | 671,912         
|Intangible assets, net                      | 367,321                   | 374,828         
|Assets of discontinued operations           | 6,619                     | 6,666           
|Other assets and deferred charges           | 90,457                    | 89,816          
|                                            |                           |                 
|Total assets                                | $2,298,225                | $2,296,924      
|                                            |                           |                 
|LIABILITIES AND STOCKHOLDERS' EQUITY        |                           |                 
|Current liabilities:                        |                           |                 
|Current portion of long-term debt           | $   26,400                | $    28,592     
|Short-term debt                             | 26,924                    | 20,000          
|Accounts payable                            | 138,029                   | 134,568         
|Accrued expenses                            | 158,015                   | 165,758         
|Accrued and deferred income taxes           | 34,857                    | 28,436          
|Liabilities of discontinued operations      | 1,423                     | 1,247           
|Total current liabilities                   | 385,648                   | 378,601         
|                                            |                           |                 
|Long-term debt:                             |                           |                 
|Senior                                      | 454,011                   | 471,561         
|Senior subordinated notes                   | 200,588                   | 200,293         
|Convertible subordinated notes              | 176,911                   | 175,412         
|Deferred income taxes                       | 37,738                    | 38,706          
|Liabilities of discontinued operations      | 1,689                     | 1,706           
|Other non-current liabilities               | 26,741                    | 28,802          
|Commitments and contingencies (see Note 10) |                           |                 
|                                            |                           |                 
|Stockholders' equity:                       |                           |                 
|Class A Common Stock                        | 7,990                     | 7,978           
|Class B Common Stock                        | 2,375                     | 2,375           
|Additional paid-in capital                  | 1,050,101                 | 1,046,802       
|Retained earnings (deficit)                 | (22,880)                  | (27,797)        
|Accumulated other comprehensive loss        | (15,272)                  | (20,100)        
|Treasury stock, at cost                     | (7,415)                   | (7,415)         
|Total stockholders' equity                  | 1,014,899                 | 1,001,843       
|Total liabilities and stockholders' equity  | $2,298,225                | $2,296,924      

See notes to the consolidated condensed financial statements.

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





|                                                                  | Three Months EndedMarch 31,
|----------------------------------------------------------------- | ---------------------------
|                                                                  | 2003
(Restated)            
|                                                                  |                            
|Total revenue                                                     | $302,237                   
|Cost of sales                                                     | 175,716                    
|Gross profit                                                      | 126,521                    
|Selling, general and administrative expenses                      | 84,188                     
|Research and development                                          | 14,705                     
|Operating income                                                  | 27,628                     
|Interest expense and amortization of debt issuance costs          | (16,962)                   
|Loss on extinguishment of debt                                    | (692)                      
|Other income (expense), net                                       | 689                        
|Income (loss) from continuing operations 
    before income taxes | 10,663                     
|Provision (benefit) for income taxes                              | 2,920                      
|Income (loss) from continuing operations                          | 7,743                      
|                                                                  |                            
|Discontinued operations (Note 15):                                |                            
|Loss from discontinued operations                                 | (588)                      
|Income tax (benefit)                                              | (78)                       
|Loss on discontinued operations                                   | (510)                      
|                                                                  |                            
|Net income (loss)                                                 | $7,233                     
|                                                                  |                            
|Earnings per common share:                                        |                            
|Basic                                                             |                            
|Income (loss) from continuing operations                          | $0.15                      
|Loss from discontinued operations                                 | $(0.01)                    
|Net income (loss)                                                 | $0.14                      
|Diluted                                                           |                            
|Income (loss) from continuing operations                          | $0.15                      
|Loss from discontinued operations                                 | $(0.01)                    
|Net income (loss)                                                 | $0.14                      
|                                                                  |                            
|Dividends per common share                                        | $0.045                     





See notes to the consolidated condensed financial statements.

ALPHARMA INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(In thousands of dollars)
(Unaudited)

|                                                                                      | Three Months EndedMarch 31,
|------------------------------------------------------------------------------------- | ---------------------------
|                                                                                      | 2003
(Restated)            
|Operating Activities:                                                                 |                            
|Net income (loss)                                                                     | $  7,233                   
|Adjustments to reconcile net income to net cash provided
    by operating activities: |                            
|Depreciation and amortization                                                         | 23,655                     
|Interest accretion on convertible debt                                                | 1,795                      
|Expenses for exchange of convertible notes, net of tax                                | --                         
|Changes in assets and liabilities:                                                    |                            
|(Increase) decrease in accounts receivable                                            | (3,447)                    
|(Increase) decrease in inventory                                                      | (6,095)                    
|Increase in accounts payable, accrued expenses 
       and taxes payable              | 2,291                      
|Increase in prepaid expenses                                                          | (1,905)                    
|Other, net                                                                            | (3,449)                    
|Net cash provided by operating activities                                             | 20,078                     
|                                                                                      |                            
|Investing Activities:                                                                 |                            
|Capital expenditures                                                                  | (7,002)                    
|Purchase of intangible assets                                                         | (479)                      
|Net cash used in investing activities                                                 | (7,481)                    
|                                                                                      |                            
|Financing Activities:                                                                 |                            
|Dividends paid                                                                        | (2,316)                    
|Reduction of senior long-term debt                                                    | (41,221)                   
|Net advances under lines of credit                                                    | 30,374                     
|Proceeds from issuance of common stock                                                | 248                        
|Net capital contribution of parent                                                    | 2,267                      
|Net cash used in financing activities                                                 | (10,648)                   
|                                                                                      |                            
|Net cash flows from exchange rate changes                                             | (1,411)                    
|                                                                                      |                            
|Increase (decrease) in cash                                                           | 538                        
|Cash and cash equivalents at beginning of year                                        | 23,963                     
|Cash and cash equivalents at end of period                                            | $24,501                    

*Includes $91 of cash included in discontinued operations.

See notes to the consolidated condensed financial statements



Restatement of Financial Statements

The Company has restated its consolidated Financial Statements for the quarter ended March 31, 2003, to adjust the previously reported inventory balances and cost of sales related to product purchased under a vendors supply contract.  The 2003 amounts throughout the footnotes have been revised as a result of this restatement.  See Note 1A.

1.  	General

The accompanying consolidated condensed financial statements include all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the results for the periods presented. These financial statements should be read in conjunction with the consolidated financial statements of Alpharma Inc. and Subsidiaries included in the Company's 2002 Annual Report on Form 10-K/A. The reported results for the three-month period ended March 31, 2003 are not necessarily indicative of the results to be expected for the full year. Certain amounts have been reclassified to conform with current presentations.

Stock Options and Employee Stock Purchase Plan

At March 31, 2003, the Company has stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation.





|                                                                                                                                             | Quarters Ended March 31,
|-------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------
|                                                                                                                                             | 2003                    
|                                                                                                                                             |                         
|Net income (loss), as reported                                                                                                               | $ 7,233                 
|Deduct: Total stock-based employee
compensation expense determined 
under fair value based method for all
awards, net of related tax effects | 1,568                   
|                                                                                                                                             |                         
|Pro forma net income (loss)                                                                                                                  | $5,665                  
|                                                                                                                                             |                         
|Earnings (loss) per share:                                                                                                                   |                         
|Basic-as reported                                                                                                                            | $0.14                   
|Basic-pro forma                                                                                                                              | $0.11                   
|                                                                                                                                             |                         
|Diluted-as reported                                                                                                                          | $0.14                   
|Diluted-pro forma                                                                                                                            | $0.11                   



The Company estimated the fair value, as of the date of grant, of options outstanding in the plan using the Black-Scholes option pricing model with the following assumptions:



|                                         | 2003  | 2002 
|---------------------------------------- | ----- | -----
|                                         |       |      
|Expected life (years)                    | 1 - 5 | 1 - 5
|Expected future dividend yield (average) | 1.08% | 0.73%
|Expected volatility                      | 0.60  | 0.50 

The risk-free interest rates for 2003 and 2002 were based upon U.S. Treasury instrument rates with maturity approximating the expected term. The weighted average interest rate in 2003 and 2002 amounted to 2.9% and 4.5%, respectively. The weighted average fair value of options granted during the quarters ended March 31, 2003 and 2002 with exercise prices equal to fair market value on the date of grant was $8.42 and $11.00, respectively.



1A.   Financial Statement Restatement



During 2003, the Company purchased quantities sufficient to satisfy the minimum purchase commitments of the A/LOI, the vendor invoiced the Company at the lower A/LOI prices and, the Company recorded inventory purchases at the lower invoiced prices.  However, no final agreement on a new vendor supply agreement was reached.



After further review of the terms of the A/LOI, the Company has concluded that, for accounting purposes, the termination provisions in the A/LOI were such that, the realization of the lower prices in the A/LOI was contingent upon the execution of a final agreement.  Accordingly, the Company should have been recording its 2003 inventory purchases and the resulting cost of sales at the higher, previous supply contract prices.

The restatement reflects the difference between the higher prices in the previous supply contract and the lower A/LOI prices that were invoiced by the vendor for the first three months of 2003.  The restatement results in increased cost of sales for the quarter ended March 31, 2003 and inventory at March 31, 2003 of $495 and $764 respectively, with a corresponding increase in accrued expenses at March 31, 2003 of $1,259.  During 2004, the Company continues to purchase products from this vendor and has recorded these purchases at the higher previous supply contract price.

In March 2004, in accordance with the terms of the A/LOI, the Company notified the vendor that, due to the failure of the parties to move toward a definitive agreement, it was exercising its notification right to terminate the supply agreement.  In response to this notification, in March 2004, the vendor invoiced Alpharma approximately $6,400 for the price difference between the A/LOI and the previous supply contract for all 2003 purchases.  In spite of this, the Company and the vendor have continued to negotiate in earnest towards a new supply agreement.  As a part of these negotiations, the Company reasserted its belief that it had performed all its obligations under the A/LOI for the year 2003.  On April 30, 2004, the vendor confirmed this understanding in writing with regard to minimum quantities and advised the Company it had been paid in full for all 2003 purchases and that the $6,400 invoice for 2003 purchases may be disregarded.

The Company will determine the accounting for the $1,259 price differential that was recorded in accrued expenses at March 31, 2003, at the time it either completes its current negotiations for a new supply contract or when it has ceased doing business with the vendor.  If the Company enters into a final agreement or a new supply agreement with the vendor, the price differential would be amortized over the units purchased under the agreement, which is analogous to the accounting for an up-front payment in Emerging Issues Task Force No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor."  If the Company does not enter into a final agreement with the vendor and ceases its current supply arrangement, the price differential would be recognized in income at that time, which is analogous to the accounting for a gain contingency in Statement of Financial Accounting Standards No. 5, "Accounting for Contingencies."

The restatement will lower previously reported gross profit, tax provision and net income as follows:

(Reduction)

|                        | Three Months Ended
|----------------------- | ------------------
|                        | March30,          
|                        |                   
|Gross profit            | $(495)            
|Tax provision (benefit) | $(191)            
|Net (loss) income       | $(304)            
|                        |                   



A summary of the effects of the restatement on the accompanying balance sheet as of March 31, 2003 and unaudited statements of operations for the three-month period ended March 31, 2003 follows:



|                             | March 31, 2003
|---------------------------- | --------------
|                             | Reported      
|Accounts receivable          | $   239,197   
|Inventory                    | 350,350       
|Other current assets         | 95,591        
|Current assets               | 685,138       
|Non current assets           | 1,612,323     
|Total assets                 | $2,297,461    
|                             |               
|Current Liabilities          | $    384,580  
|Long-term debt               | 831,510       
|Deferred taxes and other     | 66,168        
|Retained earnings (deficit)  | (22,576)      
|Other stockholders' equity   | 1,037,779     
|Total liabilities and equity | $2,297,461    
|                             |               



|                                                                                | Three months EndedMarch 31, 2003
|------------------------------------------------------------------------------- | --------------------------------
|                                                                                | Reported                        
|Total revenue                                                                   | $  302,237                      
|Cost of sales                                                                   | 175,221                         
|Gross profit                                                                    | 127,016                         
|Operating expenses                                                              | 98,893                          
|Operating Income                                                                | 28,123                          
|Interest expense                                                                | (16,962)                        
|Other, net                                                                      | (3)                             
|Income (loss) from continuing operations before    provision for income taxes   | 11,158                          
|Provision (benefit) for income taxes                                            | 3,111                           
|Net income (loss) from continuing operations                                    | 8,047                           
|Loss from discontinued operations                                               | (510)                           
|Net income (loss)                                                               | $7,537                          
|Earnings per diluted common share:
    Income (loss) from continuing operations | $0.16                           
|Loss from discontinued operations                                               | $(0.01)                         
|Net income (loss)                                                               | $0.15                           

2.     Liquidity and Capital Resources

In the fourth quarter of 2001 the Company completed the acquisition of the Faulding Oral Pharmaceuticals Business ("OPB") and entered into a $900,000 credit facility ("2001 Credit Facility") to finance the acquisition and replace its previous credit agreement.  The 2001 Credit Facility includes covenants that require it to maintain specified financial ratios and satisfy financial conditions consisting of a maximum total leverage ratio test, a maximum senior secured leverage ratio test, a minimum fixed charge coverage ratio test, a minimum interest coverage ratio test and a minimum net worth test.  The calculation of EBITDA, as defined in the credit facility, on a rolling four quarter basis is important to many of these tests. Certain of these covenants became more restrictive as of December 31, 2002 and will become more restrictive through 2004. The Company is in compliance with these covenants as of March 31, 2003.



Based on the above actions, combined with operating profit and cash flow currently forecasted for 2003, the Company fully expects to comply with these covenants throughout 2003.  During 2002, the FDA conducted reviews of the Company's Baltimore and Elizabeth manufacturing facilities.  In connection with these reviews, the Company was issued several comments included in Form 483's.  As a result, the Company has responded to the FDA and is implementing an extensive remediation plan expected to be completed by mid-2004 and cost approximately $38,000.  Cumulative remediation spending through March 31, 2003 was approximately $10,000.  The total cost and timing of the remediation plan may change based upon the FDA responses.  Furthermore, additional assessments performed by the Company pursuant to either or both of the plans or in response to FDA comments may lead to either additional expense, additional capital expenditure for plant improvements, product recalls or revenue reduction related to further decreases in production levels. The Company's 2003 operating profit forecast assumes corrective actions and production levels at the two USHP plants consistent with its expectations based upon presently known facts and circumstances.  Significant deviation from the Company's remediation plan could significantly impact the Company's ability to comply with the 2003 covenants. The Company believes it has the ability to further reduce operating or capital expenditures and sufficient sources of funds such that debt could be further reduced if additional actions become necessary to comply with the covenants. The Company continues to review options, including price increases, asset sales and organizational and business structure changes to reduce its cost base and improve profitability and cash flow. Certain of these actions may require the consent of the parties to the credit facility.

3.      Inventories



|Inventories consist of the following: | March 31,2003 | December 31, 2002
|------------------------------------- | ------------- | -----------------
|                                      |               |                  
|Finished product                      | $172,754      | $178,708         
|Work-in-process                       | 67,678        | 54,302           
|Raw materials                         | 110,682       | 110,889          
|                                      | $351,114      | $343,899         

Included at March 31, 2003 and December 31, 2002 are raw materials totaling approximately $4,422 related to a product which is subject to regulatory approval and litigation (see Note 10).

Inventories are stated at the lower of cost or market value. Effective January 1, 2003, the Company changed from the last-in first-out (LIFO) method to the first-in first-out (FIFO) method to account for certain of its United States USHP inventories. The method was changed in part to achieve a better matching of revenues and expenses. While a change from the LIFO method to the FIFO methods requires retroactive application to the financial statements, the change was not material to the consolidated financial statements of the Company for any of the periods presented as the inventory values computed under the LIFO method approximated the inventory values computed under the FIFO method. The FIFO method, or methods that approximate FIFO, are now used to determine cost for all inventories of the Company.

4.      Long-Term Debt

Long-term debt consists of the following:



|                                                                                                              | March 31, 2003 | December 31, 2002
|------------------------------------------------------------------------------------------------------------- | -------------- | -----------------
|Senior debt:
   U.S. Dollar Denominated:
     2001 Credit Facility                                            |                |                  
|Term A                                                                                                        | $101,011       | $115,557         
|Term B                                                                                                        | 287,953        | 314,272          
|Revolving Credit                                                                                              | 54,000         | 31,000           
|                                                                                                              | 442,964        | 460,829          
|                                                                                                              |                |                  
|Industrial Development Revenue Bonds                                                                          | 5,440          | 5,440            
|                                                                                                              |                |                  
|Denominated in Other Currencies                                                                               | 32,007         | 33,884           
|Total senior debt                                                                                             | 480,411        | 500,153          
|                                                                                                              |                |                  
|Subordinated debt:                                                                                            |                |                  
|12% Senior Subordinated Notes due 2009 (12.5% yield)                                                          | 200,588        | 200,293          
|3% Convertible Senior Subordinated
       Notes due 2006 (6.875% yield), 
       including interest accretion | 142,704        | 141,205          
|5.75% Convertible Subordinated Notes due 2005                                                                 | 34,207         | 34,207           
|Total subordinated debt                                                                                       | 377,499        | 375,705          
|                                                                                                              |                |                  
|Total long-term debt                                                                                          | 857,910        | 875,858          
|Less, current maturities                                                                                      | 26,400         | 28,592           
|                                                                                                              | $831,510       | $847,266         



The 2001 Credit Facility has several financial covenants including a total debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio, senior secured debt to EBITDA, fixed charge coverage ratio and an interest coverage ratio (see Note 2).

In addition to financial covenants, the 2001 Credit Facility has a number of non-financial provisions including a requirement that AL Industrier ("ALI") maintain control over the Company. ALI currently beneficially owns all of the Company's Class B shares which carries the right to elect a majority of the Company's directors. The continuation of ALI's control of the Company is subject to the unilateral actions of ALI and the maintenance by ALI of certain collateral value under ALI's bank loan agreement (the "ALI Facility") (which includes a computation based, in part, on the agreed upon value of the Company's Class B shares beneficially owned by ALI).  Assuming the value of the other collateral assets remains constant, to the extent the ALI Facility is at its maximum loan value of $33,000, if the value of the Company's Class B shares falls below approximately $3.50 per share (based upon the per share market value of the Company's Class A shares), the ALI Facility lenders could call a default. In the event of a default or if Industrier does not fully pay or refinance its bank loan at its June 30, 2003 maturity date, Industrier's bankers may act to enforce their security over the shares in the ALI subsidiaries which hold the Company's Class B shares. Such action would change the beneficial ownership of the Company's Class B shares, unless ALI takes steps to repay the ALI Facility or cure the default in a manner satisfactory to the ALI Facility lenders, prior to such action. A change in beneficial ownership of the Company's Class B shares would constitute a change in control and a default under the 2001 Credit Facility.  Other default provisions under the ALI Facility could result in a similar effect under the 2001 Credit Agreement.

In accordance with Financial Accounting Standard No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections", the Company has reclassified amounts recorded as extraordinary expense for the early extinguishment of debt of $727 ($443 after tax) in the first quarter of 2002 to Other expense, net.



In April 2003, in connection with the private placement offering of the 8 5/8% Senior Notes, the Company amended the 2001 Credit Facility to exclude from the definition of EBITDA certain costs incurred in connection with the issuance of the 8 5/8% Notes, including the placement fee, to permit the change in accounting method discussed in Note 3, to permit the 8 5/8% Notes to be an unsecured Senior debt obligation of the Company and to change the Senior debt to EBITDA covenant to a Senior unsecured debt to EBITDA covenant.

5.

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
|------------------------------------ | ------------------
|                                     | March 31,2003     
|Average shares outstanding - basic   | 51,447            
|Stock options                        | 331               
|Average shares outstanding - diluted | 51,778            

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. At March 31, 2003 and 2002 stock options to purchase approximately 2,300,000 and 2,100,000 shares, respectively, were not included in the computation of diluted EPS because the option price was greater than the average market price of the Class A Common shares.

For the three months ended March 31, 2003, the effects of the 05 and 06 Notes (convertible into 1,196,310 shares) were not included in the calculation of diluted EPS because the result was antidilutive. For the three months ended March 31, 2002 stock options to purchase approximately 90,000 shares, and the effects of the 05 and 06 Notes (convertible into 3,809,343 shares) were not included in the calculation of diluted EPS because the result was antidilutive.

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

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



|                                                                   | Three Months Ended
|------------------------------------------------------------------ | ------------------
|                                                                   | March 31, 2003    
|                                                                   |                   
|Net income (loss) - basic                                          | $7,233            
|Adjustments under the if-converted
   converted method, net of tax | --                
|Adjusted net income (loss) - diluted                               | $7,233            

6.   Goodwill and Intangible Assets:



Intangible assets consist principally of products rights, including regulatory and/or marketing approvals by relevant government authorities. All intangible assets are subject to amortization. Annual amortization expense for the years 2003 through 2007 is currently estimated to be approximately $34,800, $34,100, $31,400, $29,100 and $28,400, respectively.

Identifiable intangible assets are required to be tested for impairment whenever changes in events or circumstances indicate that its carrying amount may not be recoverable. In Germany, legislation proposed for introduction in 2003 would remove certain products from eligibility for government patient reimbursement, including one product important to the Company's German operations, Pentalong.  If the legislation is ultimately approved in its present form and removes Pentalong from eligibility for reimbursement, the Company will be required to reevaluate the carrying value of intangible assets totaling approximately $17,000. The Company is attempting to have Pentalong included as a product eligible for reimbursement but cannot predict whether it will be successful.

Intangible assets and accumulated amortization are summarized as follows:





|(Intangible assets, primarily products rights) |         
|---------------------------------------------- | --------
|                                               |         
|Balance, December 31, 2002                     | $374,828
|                                               |         
|Additions                                      | 375     
|Amortization                                   | (8,676) 
|Translation adjustment                         | 794     
|                                               |         
|Balance, March 31, 2003                        | $367,321
|                                               |         
|Accumulated amortization, March 31, 2003       | $111,595



The changes in the carrying amount of goodwill attributable to the Company's reportable segments for the quarter ended March 31, 2003, are as follows:



|                             | IG       | API    | USHP     | AH  | Total   
|---------------------------- | -------- | ------ | -------- | --- | --------
|Balance December 31, 2002    | $260,362 | $4,927 | $406,623 | $-- | $671,912
|Foreign exchange translation | 2,374    | 193    | --       | --  | 2,567   
|                             |          |        |          |     |         
|Balance March 31, 2003       | $262,736 | $5,120 | $406,623 | $-- | $674,479

As required in the fourth quarter of 2002, the Company performed the required annual test for impairment. The assessment was made in conjunction with the budgeting and long-range planning by each segment. This assessment will be conducted as required in the fourth quarter of 2003 or if interim events or circumstances warrant.

7.      Reorganization, Refocus and other Actions

The Company has substantially completed its reorganization and refocus efforts. The following table presents cash activity in the severance and closure and exit costs related accruals:



|                           | Severance |  | Other Closure and Exit Costs
|-------------------------- | --------- |  | ----------------------------
|                           |           |  |                             
|Balance, December 31, 2002 | $8,434    |  | $17,420                     
|Charges                    | -         |  | 200                         
|                           | 8,434     |  | 17,620                      
|                           |           |  |                             
|Payments                   | (1,767)   |  | (1,915)                     
|                           |           |  |                             
|Translation adjustments    | (76)      |  | --                          
|                           |           |  |                             
|Balance, March 31, 2003    | $6,591    |  | $15,705                     

8.      Supplemental Data

|                                                 | Three Months Ended
|------------------------------------------------ | ------------------
|                                                 | March 31,2003     
|Other income (expense), net:                     |                   
|Interest income                                  | $  126            
|Foreign exchange losses, net                     | (419)             
|Litigation/Insurance settlements                 | 1,200             
|Income from WYNCO, carried at equity             | 20                
|Other, net                                       | (238)             
|                                                 | $689              
|Interest expense and amortization of debt costs: |                   
|                                                 |                   
|Interest expense                                 | $(15,670)         
|Amortization of debt costs                       | (1,292)           
|                                                 | $(16,962)         
|Supplemental cash flow information:              |                   
|                                                 |                   
|Cash paid for interest                           | $7,269            
|Cash paid (refunded) for income taxes, net       | $5,577            
|                                                 |                   
|Other non-cash financing activities:             |                   
|                                                 |                   
|Exchange of convertible notes into equity        | $--               

9.      Reporting Comprehensive Income

SFAS 130, "Reporting Comprehensive Income" requires foreign currency translation adjustments and certain other items to be included in other comprehensive loss. Total comprehensive income (loss) amounted to approximately $12,061 and $(36,326) for the three months ended March 31, 2003 and 2002, respectively.

The components of accumulated other comprehensive loss for the Company include:

|                                               |              
|---------------------------------------------- | -------------
|                                               | March 31,2003
|                                               |              
|Cumulative translation adjustment              | $(9,839)     
|Minimum pension liability, net                 | (1,797)      
|Unrealized losses on derivative contracts, net | (3,636)      
|                                               | $(15,272)    

10.      Contingent Liabilities and Litigation

A class action lawsuit was filed in the United States District Court for the District of New Jersey.  This class action has been brought on behalf of all persons who acquired the Company's securities between April 28, 1999 and October 30, 2000.  The Company is named as a defendant along with two of its board members, one of whom is an officer, and two of its former officers.  The class action complaint alleges that, among other things, the plaintiffs were damaged when they acquired the Company's securities because, as a result of (1) alleged irregularities in the Company's Animal Health business in Brazil, (2) allegedly improper revenue recognition practices and (3) the October 2000 revision of its financial results for 1999 and 2000, the Company's previously issued financial statements were materially false and misleading, thereby artificially inflating the price of the Company's securities.  The complaint alleges violations of Sections 10(b), 20(a) and Rule 10b-5 of the Securities and Exchange Act of 1934.  The plaintiffs seek damages in unspecified amounts.  The Company moved to dismiss the complaint on legal grounds and the District Court granted its motion with prejudice as to all defendants.  The plaintiffs filed a motion for reconsideration with the District Court and the District Court affirmed its earlier dismissal.  The plaintiffs have appealed the Court's decision to the Third Circuit Court of Appeals.  The Company intends to vigorously defend this appeal.  Additionally, the Company has filed a claim on its own behalf and on behalf of each of the named individual defendants under its directors' and officers' insurance policies and believes that insurance coverage exists to the extent of the policy limits for the costs incurred in defending the claims and any adverse judgment or settlement, subject to the terms, conditions and exclusions of the relevant insurance policy.  Based upon the facts as presently known, the Company does not believe that it is likely that the class action will result in liability which will be material to the Company's financial position.  However, it is not possible for the Company to conclude definitively that resolution of the lawsuit will not be material to the Company's financial position or its results of operations or cash flows in the quarter or year in which it occurs.



In response to the Company's submission to the FDA of its ANDAs filed under paragraph IV for gabapentin capsules and tablets, the Company was sued on June 11, 1998 with respect to capsules and on December 12, 1999 with respect to tablets, by Warner-Lambert Company, which is now owned by Pfizer Inc., in the U.S. District Court for the District of New Jersey for alleged patent infringement under two U.S. patents.  The ANDAs submitted seek FDA approval to market the Company's gabapentin capsules and tablets prior to the expiration of Pfizer's patents.  In the Company's ANDAs, the Company certified to Pfizer and the FDA that its proposed generic gabapentin capsules and tablets will not infringe the patents and that the patents are believed to be invalid or unenforceable.  In the litigation concerning the Company's gabapentin capsules, the Company filed a motion for summary judgment of non-infringement of the two patents, which was subsequently denied.  The Company filed in the tablet litigation, and renewed in the capsule litigation, the Company's motion of summary judgment of non-infringement on Pfizer's patents.  These motions are under consideration by the District Court.  Discovery is complete and the case is awaiting trial.  During the lawsuits regarding gabapentin tablets and capsules, Pfizer received a third patent covering a gabapentin formulation with low chloride levels.  After learning of this patent, the Company certified to the FDA under paragraph IV that the Company's proposed gabapentin capsule and tablet, as disclosed in its previously filed ANDAs, do not infringe this patent and this patent is invalid or unenforceable.  In June 2000, Pfizer sued the Company in the District Court for the District of New Jersey for patent infringement under this patent.  The Company submitted to the court a motion for summary judgment that neither the capsule nor tablet product infringes this patent.  The Company has also filed several summary judgment motions for invalidity of the patent.  These motions are under consideration by the Court and have not yet been ruled on.  Discovery has closed and a pre-trial conference was held on April 24, 2003.  No trial date has been set.



Should the Company be permitted to market gabapentin prior to the expiration of the Pfizer patents, it expects to apply to the FDA for access to the 180 day period of generic marketing exclusivity, which is generally awarded to the generic competitor who is first in time to file a paragraph IV certification against the relevant patents of the innovator.  In August 2002, the Company sued the FDA in the U.S. District Court for the District of Columbia to clarify its rights to exclusivity and for a ruling that it properly submitted a statement of inapplicable use to one of the Orange Book listed patents.  In December 2002, the court ruled that Purepac's statement of inapplicable use was appropriate.  The court deferred to the FDA to decide the impact of the court's ruling on the subject of exclusivity.  On January 28, 2003, the Company receivedconfirmation from the FDA that it has secured eligibility for 180 day market exclusivity on gabapentin 100 mg, 300 mg and 400 mg capsules.  Exclusivity for this product will be triggered by the earlier of either Purepac's commercial marketing of gabapentin or a court decision that finds the relevant Pfizer patent invalid or not infringed.  While the FDA ruling does not address the tablet form of gabapentin, the Company expects the FDA position on market exclusivity for the 600 mg and 800 mg gabapentin tablets to be consistent with its position on capsules.  The FDA's ruling is a significant positive event for the Company.  A court action would be required to overrule the FDA's decision and for the Company to lose its eligibility for 180 day market exclusivity.  On February 14, 2003, Torpharm, a competitor with an ANDA for gabapentin capsules, filed a lawsuit against the FDA in the U.S. District Court for the District of Columbia seeking final approval for its gabapentin capsules ANDA and abolition of the Company's eligibility for the 180 day exclusivity period. The Company intervened in the lawsuit seeking to maintain its right to exclusivity.  On April 25, 2003, the Court ruled in favor of the Company that the Company is eligible for 180 days of exclusivity.  While the Court ruling does not address the tablet form of gabapentin, the Company expects to be eligible for 180 days of exclusivity on the 600 mg and 800 mg gabapentin tablet.  However, the Company can give no assurance that it will ultimately benefit from an exclusivity period.

In anticipation of the launch of gabapentin, the Company entered into a supply agreement with the manufacturer of the active pharmaceutical ingredient (the "API") of gabapentin under which the Company has acquired API inventory.  The terms of the Company's agreement with the API supplier will require the payment to the supplier of a portion of the Company's net sales of finished dose gabapentin product during any period of exclusivity ("Net Sales Split").  As of March 31, 2003, the Company had paid $4,422 in partial payment of inventory on hand.  The Company will make an additional payment of $4,422 for on hand inventory in 2003 and a third payment of $8,225 in 2004.  A further payment of $8,225 will be due only upon final FDA approval of the Company's marketing authorization for gabapentin.  All of these payments reduce the Net Sales Split on a dollar for dollar basis.  The Company cannot predict the outcome of the gabapentin litigation; however, in the event of an unfavorable outcome, or other factors preventing the Company from selling the finished product, the Company will reassess the net realizable value of the API inventory, and may incur a charge to write-down API inventory on hand to its net realizable value and record any required payments under the supply agreement.  The maximum charge could be approximately $25,000 based on inventory currently on hand. The Company has no present obligation to purchase additional API inventory.

The Company is engaged in disputes with several suppliers, customers and distributors regarding certain obligations with respect to contracts under which the Company obtains raw materials and under which the Company supplies finished products.  Given the fact that these disputes will most probably be resolved over more than one year, management does not believe that the disputes in the aggregate will be material to the Company's financial position. However, they could be material to the Company's results of operations or cash flows in the period in which resolution occurs.

In June 2002, the SEC notified the Company that it had commenced a formal investigation of the circumstances surrounding the 2000 and 2001 restatements of its financial statements.  While deposition discovery is underway, the proceeding is in its early stages.  The SEC has stated that the commencement of this investigation is not an indication that the SEC presently believes that a violation of any applicable laws has occurred.

During 2001 and 2003, the Company received inspection observations ("483 Reports") from the FDA at its USHP facilities in Baltimore and Elizabeth, respectively.  The 483 Reports listed alleged deviations from, primarily, current Good Manufacturing Practices ("cGMPs"). The 2001 inspection at Baltimore resulted in an allegation by the FDA that the Company was not in compliance with a 1992 Consent Decree requiring general compliance with cGMPs.  In July 2002, the FDA conducted a follow-up inspection to the 2001 inspection of the Baltimore facility and in August 2002 issued a re-inspection report.  In response to the 2002 FDA report, the Company submitted a comprehensive  corrective action plan to the FDA in October of 2002.  The FDA has not formally commented on the Company's corrective action plan.  The Company expects the FDA to respond to its proposed plan in 2003.  The Company has begun upgrading plant procedures at the Baltimore plant in accordance with the plan and has provided written monthly updates to the FDA.  The plan anticipates substantial completion of the corrective actions by mid-2004.  The estimated total cost for substantial completion of the Baltimore corrective actions is approximately $30,000.  As part of the corrective action plan, product recalls were conducted in 2002 and production at the Baltimore facility reduced.  This reduction in production has had an effect on earnings in 2002 and will have a continuing effect in 2003.

Between November, 2002 and January, 2003, the FDA conducted a routine general inspection at the Company's Elizabeth plant.  As a result of the inspection, the Company received a 483 Report from the FDA on January 15, 2003.  The Company submitted a comprehensive response on February 5, 2003 and is currently taking actions to address the observations made by the FDA, in accordance with the response.  The Company anticipates completion of these actions during or before February 2004.  Certain product recalls were included in the corrective action plan which were recorded in 2002.  The corrective action plan contemplates continued output at 2002 levels.  The estimated total cost of the Elizabeth corrective actions is approximately $8,000.

The total cost and timing of both the Baltimore and Elizabeth corrective action plans may change based upon the FDA response which has not yet been received and other factors.

The FDA compliance status of each of the Baltimore and Elizabeth facilities has had and will continue to have the effect of delaying new product approvals at each of these facilities until the FDA is satisfied that sufficient progress has been made to achieve compliance with cGMP's with respect to these facilities. Product approval delays at any one of our facilities will not necessarily have an effect on product approvals at our other facilities.



As permitted under Delaware law, the Company has agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The term of the indemnification period is for the officer's or director's lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, we have a Director and Officer insurance policy that limits our exposure. As a result of our insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of March 31, 2003.

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

11.     Transactions with AL Industrier (ALI)

A.L. Industrier A.S ("ALI") is the beneficial owner of 100% of the outstanding shares of the Company's Class B Stock.  The Class B Stock represents 23% of the total outstanding common stock as of March 31, 2003.  ALI, a Norwegian company, is able to control the Company through its ability to elect more than a majority of the Board of Directors and to cast a majority of the votes in any non-class vote of he Company's stockholders.

In January 2003, the Company divested its Norwegian vitamin business to Nopal, a subsidiary of ALI, for approximately $3,300. The divestiture was a transaction between companies under common control and accordingly, the gain on the sale was accounted for as capital transaction net of related taxes ($2,267 net increase to Additional Paid-in Capital). As required of all related party transactions, this sale was determined to be fair to the holders Class A Common Stock by the Company's Audit Committee.

12.     Business Segment Information

The Company's businesses are organized in four reportable segments as follows; International Generics ("IG"), Active Pharmaceutical Ingredients ("API"), U.S. Human Pharmaceuticals ("USHP"), and Animal Health ("AH").   IG and API are managed by a single management team as part of Human Pharmaceuticals International ("HPI").  Segment data includes immaterial intersegment revenues which are eliminated in the consolidated accounts.





|                             | Three Months Ended March 31,
|---------------------------- | ----------------------------
|                             | 2003                        
|                             | Revenues                    
|                             |                             
|IG                           | $83,602                     
|API                          | 30,786                      
|HPI                          | 114,388                     
|                             |                             
|USHP*                        | 124,092                     
|Total Human Pharmaceuticals  | 238,480                     
|                             |                             
|Animal Health                | 66,989                      
|                             |                             
|Unallocated and eliminations | (3,232)                     
|                             | $302,237                    



*  Restated see Note 1A.



13.     Guarantor and Financial Information

The following financial information is presented to segregate the parent and certain of its subsidiaries which are guarantors under the Senior Unsecured Notes due 2011 from non-guarantor subsidiaries. The consolidating financial information presents the consolidating balance sheet as of March 31, 2003 and December 31, 2002, and the related statements of operations and cash flows for the quarters ended March 31, 2003 and 2002 for:



·
     Alpharma Inc. the parent;·
     the guarantor subsidiaries;·
     the nonguarantor subsidiaries; and·
     the Company on a consolidated basis.

The information includes elimination entries necessary to consolidate Alpharma Inc., the parent, with guarantor and nonguarantor subsidiaries.

Investments in subsidiaries are accounted for by the parent using the equity method of accounting. The guarantor and nonguarantor subsidiaries are presented on a combined basis. The nonguarantor subsidiaries include the discontinued operation. The guarantor subsidiaries have been restated.  (See Note 1A). The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

Separate financial statements for the guarantor subsidiaries and the nonguarantor subsidiaries are not presented because management believes that such financial statements would not be meaningful to investors.



ALPHARMA INC.
Consolidating Balance Sheet
As of March 31, 2003
(in thousands)



|                                         | Parent     | GuarantorSubsidiaries | Nonguarantor Subsidiaries | Eliminations    | Consolidated Total
|---------------------------------------- | ---------- | --------------------- | ------------------------- | --------------- | ------------------
|Current assets:                          |            |                       |                           |                 |                   
|Cash and cash equivalents                | $2,312     | $ 7,028               | $ 15,161                  | $            -- | $  24,501         
|Accounts receivable, net                 | 34,237     | 111,187               | 93,773                    | --              | 239,197           
|Inventories                              | 106,424    | 124,141               | 131,222                   | (10,673)        | 351,114           
|Prepaid expenses and other               | 23,049     | 31,491                | 10,585                    | 3,234           | 68,359            
|Assets of discontinued operations        |            |                       | 2,731                     |                 | 2,731             
|Intercompany receivables                 | 1,428,602  | 2,046,943             | 954,194                   | (4,429,739)     | --                
|Total current assets                     | 1,594,624  | 2,320,790             | 1,207,666                 | (4,437,178)     | 685,902           
|                                         |            |                       |                           |                 |                   
|Property, plant & equipment, net         | 121,806    | 167,986               | 183,655                   | --              | 473,447           
|Goodwill                                 | 1,250      | 406,624               | 266,605                   | --              | 674,479           
|Intangible assets, net                   | 53,229     | 193,383               | 120,709                   | --              | 367,321           
|Investment in subsidiaries               | 829,762    | 497,159               | --                        | (1,326,921)     | --                
|Assets of discontinued operations        |            |                       | 6,619                     |                 | 6,619             
|Other assets and deferred charges        | 42,302     | 11,582                | 36,573                    | --              | 90,457            
|Total assets                             | $2,642,973 | $3,597,524            | $1,821,827                | $(5,764,099)    | $2,298,225        
|                                         |            |                       |                           |                 |                   
|Current liabilities:                     |            |                       |                           |                 |                   
|Short term debt                          | --         | 17,000                | 9,924                     | --              | 26,924            
|Long term debt, current portion          | --         | 24,800                | 1,600                     | --              | 26,400            
|Accounts payable and accrued expenses    | 72,377     | 127,349               | 96,318                    | --              | 296,044           
|Accrued and deferred income taxes        | 20,647     | (222)                 | 14,432                    | --              | 34,857            
|Liabilities of discontinued operations   |            |                       | 1,423                     |                 | 1,423             
|Intercompany payables                    | 1,371,577  | 2,050,209             | 1,007,953                 | (4,429,739)     | --                
|Total current liabilities                | 1,464,601  | 2,219,136             | 1,131,650                 | (4,429,739)     | 385,648           
|                                         |            |                       |                           |                 |                   
|Long term debt:                          |            |                       |                           |                 |                   
|Senior                                   | --         | 423,604               | 30,407                    | --              | 454,011           
|Convertible subordinated notes           | 176,912    | 200,587               | --                        | --              | 377,499           
|Liabilities of discontinued operations   |            |                       | 1,689                     |                 | 1,689             
|Deferred income taxes                    | (18,922)   | 39,206                | 17,454                    | --              | 37,738            
|Other non-current liabilities            | 5,483      | 1,565                 | 19,693                    | --              | 26,741            
|                                         |            |                       |                           |                 |                   
|Stockholders' equity:                    |            |                       |                           |                 |                   
|Preferred stock                          | --         | --                    | --                        | --              | --                
|Class A Common Stock                     | 7,990      | --                    | --                        | --              | 7,990             
|Class B Common Stock                     | 2,375      | --                    | --                        | --              | 2,375             
|Additional paid-in-capital               | 1,050,101  | 693,078               | 493,272                   | (1,186,350)     | 1,050,101         
|Retained earnings                        | (22,880)   | 20,348                | 157,490                   | (177,838)       | (22,880)          
|Accumulated other comprehensive loss     | (15,272)   | --                    | (29,828)                  | 29,828          | (15,272)          
|Treasury stock, at cost                  | (7,415)    | --                    | --                        | --              | (7,415)           
|                                         |            |                       |                           |                 |                   
|Total stockholders' equity               | 1,014,899  | 713,426               | 620,934                   | (1,334,360)     | 1,014,899         
|Total liabilities & stockholders' equity | $2,642,973 | $3,597,524            | $1,821,827                | $(5,764,099)    | $2,298,225        









ALPHARMA INC.
Consolidating Balance Sheet
As of December 31, 2002
(in thousands)





|                                          | Parent           | GuarantorSubsidiaries | Nonguarantor Subsidiaries | Eliminations        | ConsolidatedTotal
|----------------------------------------- | ---------------- | --------------------- | ------------------------- | ------------------- | -----------------
|Current assets:                           |                  |                       |                           |                     |                  
|Cash and cash equivalents                 | $   1,560        | $2,621                | $19,691                   | $             --    | $   23,872       
|Accounts receivable, net                  | 31,140           | 110,210               | 92,977                    | --                  | 234,327          
|Inventories                               | 110,650          | 113,397               | 124,181                   | (4,329)             | 343,899          
|Prepaid expenses and other                | 16,011           | 33,103                | 13,091                    | 4,329               | 66,534           
|Assets of discontinued operations         | --               | --                    | 2,797                     | --                  | 2,797            
|Intercompany receivables                  | 1,339,495        | 1,816,831             | 935,259                   | (4,091,585)         | --               
|Total current assets                      | 1,498,856        | 2,076,162             | 1,187,996                 | (4,091,585)         | 671,429          
|                                          |                  |                       |                           |                     |                  
|Property, plant & equipment, net          | 122,915          | 170,614               | 188,744                   | --                  | 482,273          
|Goodwill                                  | 1,250            | 406,623               | 264,039                   | --                  | 671,912          
|Intangible assets, net                    | 53,098           | 199,146               | 122,584                   | --                  | 374,828          
|Investment in subsidiaries                | 822,907          | 489,672               | --                        | (1,312,579)         | --               
|Assets of discontinued operations         | --               | --                    | 6,666                     | --                  | 6,666            
|Other assets and deferred charges         | 44,722           | 12,131                | 32,963                    | --                  | 89,816           
|Total assets                              | $2,543,748       | $3,354,348            | $1,802,992                | $(5,404,164)        | $2,296,924       
|                                          |                  |                       |                           |                     |                  
|Current liabilities:                      |                  |                       |                           |                     |                  
|Short term debt                           | $             -- | $     20,000          | $              --         | $                -- | $     20,000     
|Long term debt, current portion           | --               | 26,880                | 1,712                     | --                  | 28,592           
|Accounts payable and accrued expenses     | 74,014           | 118,163               | 108,149                   | --                  | 300,326          
|Accrued and deferred income taxes         | 20,046           | (90)                  | 8,480                     | --                  | 28,436           
|Liabilities of discontinued operations    | --               | --                    | 1,247                     | --                  | 1,247            
|Intercompany payables                     | 1,285,872        | 1,797,857             | 1,007,856                 | (4,091,585)         | --               
|Total current liabilities                 | 1,379,932        | 1,962,810             | 1,127,444                 | (4,091,585)         | 378,601          
|                                          |                  |                       |                           |                     |                  
|Long term debt:                           |                  |                       |                           |                     |                  
|Senior                                    | --               | 439,389               | 32,172                    | --                  | 471,561          
|Convertible subordinated notes            | 175,412          | 200,293               | --                        | --                  | 375,705          
|Liabilities of discontinued operations    | --               | --                    | 1,706                     | --                  | 1,706            
|Deferred income taxes                     | (18,922)         | 39,671                | 17,957                    | --                  | 38,706           
|Other non-current liabilities             | 5,483            | 1,133                 | 22,186                    | --                  | 28,802           
|                                          |                  |                       |                           |                     |                  
|Stockholders' equity:                     |                  |                       |                           |                     |                  
|Preferred stock                           | --               | --                    | --                        | --                  | --               
|Class A Common Stock                      | 7,978            | --                    | --                        | --                  | 7,978            
|Class B Common Stock                      | 2,375            | --                    | --                        | --                  | 2,375            
|Additional paid-in-capital                | 1,046,802        | 695,449               | 486,883                   | (1,182,332)         | 1,046,802        
|Retained earnings                         | (27,797)         | 15,652                | 148,544                   | (164,196)           | (27,797)         
|Accumulated other comprehensive loss      | (20,100)         | (49)                  | (33,900)                  | 33,949              | (20,100)         
|Treasury stock, at cost                   | (7,415)          | --                    | --                        | --                  | (7,415)          
|                                          |                  |                       |                           |                     |                  
|Total stockholders' equity                | 1,001,843        | 711,052               | 601,527                   | (1,312,579)         | 1,001,843        
|Total liabilities & stockholders' 
equity | $2,543,748       | $3,354,348            | $1,802,992                | $(5,404,164)        | $2,296,924       





ALPHARMA INC.
Consolidating Statement of Income
For the Quarter Ended March 31, 2003
(in thousands)



|                                             | Parent     | GuarantorSubsidiaries | Nonguarantor Subsidiaries | Eliminations | Consolidated Total
|-------------------------------------------- | ---------- | --------------------- | ------------------------- | ------------ | ------------------
|                                             |            |                       |                           |              |                   
|Total revenue                                | $  76,243  | $ 121,720             | $137,427                  | $(33,153)    | $302,237          
|Cost of sales                                | 47,474     | 79,251                | 82,144                    | (33,153)     | 175,716           
|Gross profit                                 | 28,769     | 42,469                | 55,283                    | --           | 126,521           
|Operating expenses                           | 24,336     | 33,095                | 41,462                    | --           | 98,893            
|Operating income                             | 4,433      | 9,374                 | 13,821                    | --           | 27,628            
|Interest expense - 3rd parties               | (3,798)    | (12,415)              | (749)                     | --           | (16,962)          
|Other income (expense), net                  | 798        | (162)                 | (639)                     | --           | (3)               
|Equity in earnings of subsidiaries           | 5,890      | 8,920                 | --                        | (14,810)     | --                
|                                             |            |                       |                           |              |                   
|Income (loss) before taxes                   | 7,323      | 5,717                 | 12,433                    | (14,810)     | 10,663            
|Provision  (benefit) for income taxes        | 90         | (173)                 | 3,003                     | --           | 2,920             
|Net income (loss) from continuing operations | $    7,233 | $   5,890             | $9,430                    | $(14,810)    | $7,743            
|Net discontinued operations                  | -          | -                     | (510)                     | -            | (510)             
|Net Income (loss)                            | $7,233     | $5,890                | $8,920                    | $(14,810)    | $7,233            



ALPHARMA INC.
Consolidating Statement of Income
For the Quarter Ended March 31, 2002
(in thousands)



|                                             | Parent    | GuarantorSubsidiaries | Nonguarantor Subsidiaries | Eliminations | Consolidated Total
|-------------------------------------------- | --------- | --------------------- | ------------------------- | ------------ | ------------------
|                                             |           |                       |                           |              |                   
|Total revenue                                | $70,063   | $112,553              | $110,253                  | $(22,328)    | $270,541          
|Cost of sales                                | 45,866    | 73,106                | 65,018                    | (22,328)     | 161,662           
|Gross profit                                 | 24,197    | 39,447                | 45,235                    | --           | 108,879           
|Operating expenses                           | 25,253    | 34,222                | 33,245                    | --           | 92,720            
|Operating income (loss)                      | (1,056)   | 5,225                 | 11,990                    | --           | 16,159            
|Interest expense - 3rd parties               | (19,149)  | (153)                 | (886)                     | --           | (20,188)          
|Other income (expense), net                  | (48,084)  | 1,293                 | (1,319)                   | --           | (48,110)          
|Equity in earnings of subsidiaries           | 16,816    | 7,527                 | --                        | (24,343)     | --                
|                                             |           |                       |                           |              |                   
|Income (loss) before taxes                   | (51,473)  | 13,892                | 9,785                     | (24,343)     | (52,139)          
|Provision (benefit) for income taxes         | (19,533)  | (2,924)               | 1,996                     | --           | (20,461)          
|Net income (loss) from continuing operations | $(31,940) | $16,816               | $7,789                    | $(24,343)    | $(31,678)         
|Net discontinued operations                  | -         | -                     | (262)                     | -            | (262)             
|Net income (loss)                            | $(31,940) | $16,816               | $7,527                    | $(24,343)    | $(31,940)         







Alpharma Inc.
Consolidating Statement of Cash Flows
For the Quarter Ended March 31, 2003



|                                                                              | Parent  | Guarantor | Non-Guarantor | Eliminations | Consolidated
|----------------------------------------------------------------------------- | ------- | --------- | ------------- | ------------ | ------------
|                                                                              |        
|Net cash provided by (used in) operating
   activities                        | $8,961  | $14,566   | $(3,449)      | $0           | $20,078     
|Investing Activities                                                          |         |           |               |              |             
|Capital expenditures                                                          | (976)   | (2,231)   | (2,403)       | 0            | (5,610)     
|Purchase of businesses & intangibles,
        net of cash required            | (571)   | (75)      | (1,225)       | 0            | (1,871)     
|Net cash used in investing activities                                         | (1,547) | (2,306)   | (3,628)       | 0            | (7,481)     
|Financing Activities:                                                         |         |           |               |              |             
|Increase (Decrease) in short-term debt                                        | 0       | (3,000)   | 10,374        | 0            | 7,374       
|Reduction of senior long-term debt                                            | 0       | (40,863)  | (358)         | 0            | (41,221)    
|Proceeds from senior long-term debt                                           | 0       | 23,000    | 0             | 0            | 23,000      
|Proceeds from employee stock option
        and stock purchase plan and other | 3,351   | (836)     | 0             | 0            | 2,515       
|Change in long-term intercompany
        rec/pay                              | 0       | 0         | 0             | 0            | 0           
|Change in intercompany dividends & 
        investment in subsidiaries        | (7,697) | 13,846    | (6,149)       | 0            | 0           
|Dividends paid                                                                | (2,316) | 0         | 0             | 0            | (2,316)     
|Net cash provided by (used in) 
          financing activities                | (6,662) | (7,853)   | 3,867         | 0            | (10,648)    
|Net cash flows from exchange rate
          changes                           | 0       | 0         | (1,411)       | 0            | (1,411)     
|Increase (decrease) in cash                                                   | 752     | 4,407     | (4,621)       | 0            | 538         
|Cash and cash equivalents at beginning of
   year                             | 1,560   | 2,621     | 19,782        | 0            | 23,963      
|Cash and cash equivalents at end of period                                    | $2,312  | $7,028    | $15,161       | $0           | $24,501     





Alpharma Inc.
Consolidating Statement of Cash Flows
For the Quarter Ended March 31, 2002



|                                                                              | Parent   | Guarantor | Non-Guarantor | Eliminations | Consolidated
|----------------------------------------------------------------------------- | -------- | --------- | ------------- | ------------ | ------------
|                                                                              |         
|Net cash provided by (used in) operating
   activities                        | $19,130  | $10,256   | $6,390        | $0           | $35,776     
|Investing Activities                                                          |          |           |               |              |             
|Capital expenditures                                                          | (7,505)  | (6,120)   | (3,136)       | 0            | (16,761)    
|Purchase of businesses & intangibles,
        net of cash required            | (4,114)  | 0         | (271)         | 0            | (4,385)     
|Net cash used in investing activities                                         | (11,619) | (6,120)   | (3,407)       | 0            | (21,146)    
|Financing Activities:                                                         |          |           |               |              |             
|Increase (decrease) in short-term debt                                        | 15,000   | (500)     | 6,128         | 0            | 20,628      
|Reduction of senior long-term debt                                            | (40,406) | 0         | (1,030)       | 0            | (41,436)    
|Proceeds from senior long-term debt                                           | 0        | 0         | 0             | 0            | 0           
|Proceeds from employee stock option
        and stock purchase plan and other | 3,646    | 0         | (122)         | 0            | 3,524       
|Change in long-term intercompany
        rec/pay                              | 2,873    | 0         | (2,873)       | 0            | 0           
|Change in intercompany dividends & 
        investment in subsidiaries        | 14,178   | (14,678)  | 500           | 0            | 0           
|Dividends paid                                                                | (2,302)  | 0         | 0             | 0            | (2,302)     
|Net cash provided by (used in) 
          financing activities                | (7,011)  | (15,178)  | 2,603         | 0            | (19,586)    
|Net cash flows from exchange rate
          changes                           | 0        | 0         | (249)         | 0            | (249)       
|Increase (decrease) in cash                                                   | 500      | (11,042)  | 5,337         | 0            | (5,205)     
|Cash and cash equivalents at beginning of
   year                             | 936      | 2,018     | 11,940        | 0            | 14,894      
|Cash and cash equivalents at end of period                                    | $1,436   | $(9,024)  | $17,277       | $0           | $9,689      

14.     Recent Accounting Pronouncements





On December 31, 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure". Statement 148 amends FASB Statement 123, "Accounting for Stock-Based Compensation", to provide alternative methods of transition to Statement 123's fair value method of accounting for stock-based employee compensation. Statement 148 also amends the disclosure provisions of Statement 123 and APB Opinion No. 28, "Interim Financial Reporting", to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. While the Statement does not amend Statement 123 to require companies to account for employee stock options using the fair value method, the disclosure provisions of Statement 148 are applicable to all companies with stock-based employee compensation, regardless of whether they account for that compensation using the fair value method of Statement 123 or the intrinsic value method of Opinion 25. Statement 148's amendment of the transition and annual disclosure requirements of Statement 123 are effective for fiscal years ending after December 15, 2002. The Company adopted the disclosure provisions of FAS 148 as of December 31, 2002, and will continue to use the intrinsic value method of APB 25.

In November 2002, FASB Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" was issued.  FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued.  It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.  The initial recognition and initial measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 21, 2002.  The required disclosures are effective for financial statements of interim or annual periods ending after December 15, 2002.



In January 2003, the Emerging Issues Task Force (EITF) released EITF 00-21: "Accounting for Revenue Arrangements with Multiple Deliverables".  EITF 00-21 clarifies the timing and recognition of revenue from certain transactions that include the delivery and performance of multiple products or services.  EITF 00-21 is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003.  The Company is currently reviewing the impact of this EITF.

On April 30, 2003, the FASB issued FAS 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" which amends Statement 133 for decisions made (1) as part of the Derivatives Implementation Group process that effectively required amendments to Statement 133, (2) in connection with other Board projects dealing with financial instruments, and (3) in connection with implementation issues raised in relation to the application of the definition of a derivative, in particular, the meaning of an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors, the meaning of underlying, and the characteristics of a derivative that contains financing components. This Statement is effective for contracts entered into or modified after June 30, 2003, except for hedging relationships designated after June 30, 2003. The Company is currently assessing the impact of this statement on the Company's current hedging strategy.



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

(In millions, except per share data)



Overview
     In the third quarter of 2003, the Company closed the sale of its French subsidiary, Alpharma SAS ("SAS") for approximately $6.0 million.  The operations of SAS have been removed from the continuing operations of the Company and are classified as a discontinued operation.  Prior periods have been reclassified to reflect this classification.  All companies of results of operations refer to continuing operations and reflect the elimination of SAS.



Total revenue increased $31.7 million (11.7%) in the three months ended March 31, 2003 compared to 2002.  Operating income in 2003 was $27.6 million, an increase of $11.5 million compared to 2002.  In 2002, the Company recorded a net loss of $31.9 million ($.70 per share) compared to net income of $7.5 million ($.14 per diluted share) in 2003.  2002 results include significant charges and expenses related to the required acquisition accounting for the Faulding Oral Pharmaceuticals Business ("OPB"), de-leveraging activities and severance related to reorganization and restructuring.  See 2002 identified transactions.

The following summarizes revenues and operating income by segment:



|Three Months Ended March 31,              | Revenues |        | Operating Income (loss)
|----------------------------------------- | -------- | ------ | -----------------------
|                                          | 2003     | 2002   |                        
|International Generics  ("IG")            | $83.5    | $69.0  |                        
|Active Pharmaceutical Ingredients ("API") | 30.8     | 19.3   |                        
|US Human Pharmaceuticals (USHP)           | 124.1    | 113.5  |                        
|Total Human Pharmaceuticals               | 238.4    | 201.8  |                        
|Animal Health                             | 67.0     | 70.5   |                        
|Unallocated and Eliminations              | (3.2)    | (1.8)  |                        
|Total                                     | $302.2   | $270.5 |                        



Revenues in USHP increased $10.6 million (9.4%) due to the increased pricing and volume gains in solid dose products partially offset by an unfavorable solid dose mix and liquid dose volume declines due to Baltimore remediation activities.

Revenues in IG increased $14.5 million (21%) due primarily to translation of sales made in foreign currencies into the U.S. dollar. Excluding currency impacts, revenues grew approximately 2% as higher volume of products (9%) was substantially offset by price declines (7%), mainly in the United Kingdom. Included in IG revenues are revenues for Pentalong, a product sold in Germany.  Such revenues for the quarters ended March 31, 2003 and 2002 were $4.7 million and $4.5 million, respectively.  For the full year 2002, Pentalong revenues totaled $20.1 million.  Legislation proposed in Germany for introduction in 2003 would remove certain products from eligibility for government patient reimbursement, including Pentalong.  The Company is attempting to have Pentalong included as a product eligible for reimbursement but cannot predict whether it will be successful.

Revenues in API increased $11.5 million (59%) due approximately equally to volume increases in all major products, particularly vancomycin and price increases in selected products. Foreign currency translation also increased API revenues by approximately 5%. Animal Health revenues declined $3.5 million (5%) due to volume declines in the poultry markets and price reductions due to competition in swine and cattle markets.



On a Company-wide basis gross profit increased $17.6 million in 2003 compared to 2002. As a percentage of sales, overall gross profit was 42% as reported in 2003, versus 40% as reported in 2002.  Included in 2002 is a reduction in margin of $5.3 million (2%) due to purchase accounting adjustments for the OPB.

The increase in gross margin dollars results primarily from price increases in USHP and API, and positive currency effects in IG, offset by volume reductions and remediation costs incurred by USHP and lower IG pricing.

Operating Expenses



Research and development expenses decreased $2.3 million in 2003 due primarily to the timing of clinical studies mainly by USHP.

O

Operating income increased by $11.5 million. The Company believes the change in operating income can be approximated as follows:

|                                                                                                | IG   | API   | USHP  | AH   | Unallocated | Total
|----------------------------------------------------------------------------------------------- | ---- | ----- | ----- | ---- | ----------- | -----
|2002 as reported                                                                                | $5.8 | $9.4  | $6.6  | $2.0 | $(7.6)      | $16.2
|                                                                                                |      |       |       |      |             |      
|2002 severance and USHP
    purchase accounting                                                 | ..4  | ..1   | 5.3   | ..9  | 1.1         | 7.8  
|                                                                                                |      |       |       |      |             |      
|2003 severance                                                                                  | ---  | ---   | ---   | (.7) | (2.0)       | (2.7)
|                                                                                                |      |       |       |      |             |      
|Net margin improvement (decrease) due to volume, price, new products, acquisitions and expenses | 1.5  | 7.4   | (1.5) | .4   | (1.5)       | 6.3  
|                                                                                                |      |       |       |      |             |      
|2003 as reported                                                                                | $7.7 | $16.9 | $10.4 | $2.6 | $(10.0)     | $27.6



Interest expense and amortization of debt issuance costs decreased $3.2 million to $17.0 million in 2003 due to decreased debt levels and lower interest rates versus a year ago. Amortization of debt issuance costs was $1.3 million in both 2003 and 2002.



First quarter 2003 results include $0.7 million of expense associated with the write-off of deferred loan costs. First quarter 2002 results include charges of $48.0 million related to the exchange of $110 million of convertible notes for Class A Common Stock.

Other, Net

Other income (expense) netted to $0.7 million of net income in 2003 compared to $0.6 million of net income in 2002. First quarter 2003 results include $1.2 million of income associated with an insurance recovery. A detail of Other income (expense) follows.



|                                     | Three Months Ended
|------------------------------------ | ------------------
|                                     | March 31,2003     
|Other income (expense), net:         |                   
|Interest income                      | $   .1            
|Foreign exchange losses, net         | (.4)              
|Litigation/Insurance settlements     | 1.2               
|Income from WYNCO, carried at equity | --                
|Other, net                           | (.2)              
|                                     | $.7               



The tax provision in 2003 was approximately 29% compared to a 39.1% benefit in 2002. The Company currently estimates its 2003 effective tax rate at approximately 29%. The estimate is subject to change primarily dependent on which legal entity actually incurs income or losses compared to the current forecast.

2003 Discontinued Operations

On September 30, 2003, the Company sold its French subsidiary for approximately $6.0 million.  The net loss for this subsidiary of $.5 million and $.3 million for the three months ended March 31, 2003 and 2002 respectively, is reflected in the Company's Consolidated Statement of Operations as loss from discontinued operations.

The following table details selected financial information for the French subsidiary included within discontinued operations:

|                                  | Three Months EndedMarch 31
|--------------------------------- | --------------------------
|($ in millions)                   | 2003                      
|                                  |                           
|Revenues                          | $1.3                      
|Loss from operations              | (.6)                      
|Pretax loss                       | (.6)                      
|Provision (benefit) for taxes     | (.1)                      
|Loss from discontinued operations | $(.5)                     

2002 Identified Transactions

The first quarter of 2002 includes charges for identified transactions.  The charges have been identified to facilitate understanding of the 2002 results.  These transaction types have occurred in the past two years and could occur in future years.

OPB Acquisition

The OPB acquisition closed on December 12, 2001 and in accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations," was accounted for by the purchase method.  Required adjustments for purchase accounting included a step-up of finished goods inventory of $7.1 million, of which $1.8 million was expensed as the acquired inventory was sold in December 2001.  The remaining balance of $5.3 million was expensed as the inventory was sold in the first quarter of 2002 ($.07 per share).

De-leveraging Activities

In the fourth quarter of 2001, the Company adopted a comprehensive de-leveraging plan, including a number of actions including expense, capital spending and working capital controls.  In March 2002, the Company prepaid $35.0 million of senior debt and recorded a charge for early extinguishment of debt ($.7 million pre-tax, $.4 million after tax).  In addition, the Company issued 6.7 million new shares in exchange for $110 million of outstanding convertible notes and recorded a non-cash expense of $48.0 million pre-tax, $29.7 million after tax ($.65 per share).

Severance for Reorganization and Restructuring

In the first quarter 2002, the Company continued its management reorganization and this resulted in charges for severance of approximately $2.5 million pre-tax, $1.7 million after tax ($.04 per share).



Financial Condition

At March 31, 2003, stockholders' equity was $1,014.9 million compared to $1,001.8 million at December 31, 2002.  The ratio of long-term debt to equity was 0.82:1 at March 31, 2003 and 0.85:1 at December 31, 2002.



Cash flow from operations for the three months of 2003 was $20.1 million compared to $35.8 million in 2002.  2003 cash flow included net income plus depreciation and amortization offset by an increase in working capital.  2002 cash flow benefited from reduced accounts receivable balances principally in Animal Health due to the change in marketing strategy.  Net cash refunded for taxes of $14.6 million also contributed to the 2002 cash flow.  Partially offsetting cash flow sources in 2002 was an increased investment in inventory due mainly to AH which increased inventories in a product which it bought from a third party supplier but will commence manufacturing in 2003.  The increased inventory was meant to satisfy customer requirements during the transition period. In addition, the $29.3 million net expense on the exchange of a portion of the two series of convertible notes was non-cash and therefore does not impact cash from operations.

At March 31, 2003, the Company had $24.5 million in cash and available short-term lines of credit of $3 million.  Under its 2001 Credit Facility, the Company had $75 million available.







Subsequent Event

On April 24, 2003, the Company sold $220 million aggregate principal amount of 8 5/8% Senior Notes due 2011 in a private placement. The proceeds of the offering, after deducting fees and expenses, were $197 million. These proceeds, together with funds available from other sources, were used to repay existing 12.5% Senior Subordinated Notes of a wholly-owned subsidiary of the Company. Placement fees to the initial purchasers of the Senior Subordinated Notes were made pursuant to arrangements originally entered into at the issuance of the Senior Subordinate Notes in December 2001. This transaction reduced the effective interest rate on these obligations from 12.5% to slightly below 10% when taking into account the amortization of placement fees.  Certain aspects of the refinancing were permitted by Amendment No. 2 to the 2001 Credit Agreement which was approved in April 2003.

Recent Accounting Pronouncements

Recent accounting pronouncements are detailed in Footnote 14.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Quantitative and 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, 2002.

Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



The Company has implemented a formal disclosure procedure designed to ensure that material information required to be disclosed in reports filed under the Securities Exchange Act of 1934, such as this Report, is accumulated and communicated to the CEO and CFO as appropriate and in a timely manner. The disclosure procedure involves participation by various individuals in the Company who have access to material information relating to the operations of the Company.



During the third quarter of 2003, subsequent to the period covered by this report, in the course of a routine internal audit review, the Company determined that certain sales allowances were being recorded when paid in one of its International Generics' businesses. This practice had been in place for over ten years. The Company's policy is to accrue these sales allowances when the related revenues are recorded. As a result, the Company has revised its financial statements at and for the years ended December 31, 2002, 2001 and 2000, and for the three months ended March 31, 2003 and 2002, the six months ended June 30, 2003 and 2002 and the nine months ended September 30, 2003 and 2002, to adjust its reserves for sales allowances in the International Generics segment. In response to this, the Company has reviewed its accounting for sales allowances at all of its significant operations, including the operation where the error was discovered, to confirm that allowances are being estimated and accrued in accordance with established Company policies.



The Company's Chief Executive Officer and Executive Vice President and Chief Financial Officer have completed an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, they concluded that such disclosure controls and procedures are effective to timely alert them to material information relating to the Company (including its consolidated subsidiaries) which is required to be included in the Company's Exchange Act filings.

There were no significant changes in the Company's internal controls, or to the Company's knowledge, in other factors that could significantly affect the Company's internal controls and procedures subsequent to the Evaluation Date.

Subsequent to the date of this report, as part of the audit of the financial statements for the year ended December 31, 2003, the Company's auditors communicated to the Company's management and Audit Committee two reportable conditions in the internal controls of the USHP division that, when viewed collectively, constitute a material weakness in the Company's internal controls.    A material weakness is defined as a reportable condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions.



The reportable conditions noted were (i) inadequate staffing and supervision at the USHP division, leading to the untimely identification and resolution of certain accounting matters; and (ii) failure to perform timely reviews, substantiation and evaluation of certain general ledger account balances at the USHP division.



The Company has addressed the reportable conditions by (i) enhancing its overall control environment through extensive changes in USHP leadership, including the appointment of a new President and a new CFO in June 2003 and appointing a new VP of Supply Chain and business segment leaders in January 2004; (ii) reorganizing USHP finance and recruiting additional finance personnel; (iii) establishing a new position: Director, Internal Controls and Compliance responsible for monitoring internal controls in the USHP division;  (iv) completing a review of significant balance sheet accounts; and (v) continuously assessing risks via newly established business and financial review processes within the USHP division.

If these actions are not successfully implemented, then our ability to report on the financial status of the Company on a timely and accurate basis could be adversely affected.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.





___________

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 10-K/A for the year ended December 31, 2002.







PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

See Note 10 to the Company's Consolidated Condensed Financial Statement included in Part 1 of this Report for a discussion of material developments in the Company's legal proceedings.

Item 6.   Exhibits and Reports on Form 8-K

(a)      Exhibits

4.3     Indenture dated April 24, 2003 by and between the Registrant and Wachovia Bank, National Association Trustee with respect to the 8 5/8% Senior Notes due 2011 is filed as an Exhibit to this report.*

4.3A   Registration Right Agreement by and among Alpharma and each of the Guarantors, Bank of America Securities LLC and CIBC World Markets Corp. dated April 24, 2003 is filed as an Exhibit to this report.*

10.1   Amendment No. 1 to the Credit Agreement dated as of December 16, 2002, among the Company, Bank of America and other lenders was filed as Exhibit 10.5 to the Company's September 30, 2003 quarterly report on Form 10-Q and is incorporated by reference. **

10.1A  Amendment No. 2 to the Credit Agreement dated as of April 3, 2003, among the Company, Bank of America and other lenders was filed as Exhibit 10.6 to the Company's September 30, 2003 quarterly report on Form 10-Q and is incorporated by reference. ***

10.2   Employment Agreement dated February 28, 2003, between the Company and Fred Lynch is filed as an Exhibit to this report.*

10.3   Employment Agreement dated November 6, 2002, between the Company and Ronald Warner is filed as an Exhibit to this report.*

10.3A  Amendments to the Employment Agreement dated February 26, 2003, between the Company and Ronald Warner is filed as an Exhibit to this report.*

10.4   Employment Agreement dated February 26, 2003, between the Company and Kurt Orlofski is filed as an Exhibit to this report.*

10.5   Employment Agreement dated February 26, 2003, between the Company and Mark Stier is filed as an Exhibit to this report.*

10.6   Employment Agreement dated February 26, 2003, between the Company and Michael Nestor is filed as an Exhibit to this report.*

18.     Letter from PricewaterhouseCoopers regarding a change in accounting from LIFO to FIFO dated March 31, 2003.*

31.0  Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as an Exhibit to this Report.

32.0   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are filed as an Exhibit to this Report.

*      Previously filed with the Company's original March 31, 2003 quarterly report on Form 10-Q.

**    Portions of this Exhibit have been omitted pursuant to a request for confidential treatment.

***  The request for confidential treatment previously filed with respect to this Exhibit has been withdrawn and the Exhibit has been filed in its entirety as an Exhibit to the Company's September 30, 2003 quarterly report on Form 10-Q.

(b)       Reports on Form 8-K

On April 24, 2003, the Company filed a report on Form 8-K reporting in Items 7 and 9 and attaching its press release reporting its first quarter financial results.





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: June 2, 2004 | /s/ Matthew Farrell
Matthew Farrell
Executive Vice President, Finance and
Chief Financial Officer
|Date: June 2, 2004 | /s/ Jeffrey S. Campbell
Jeffrey S. Campbell
Vice President and Controller