February 26, 1998


Mr. Gert Munthe
Alpharma A.S.
Harbitzalleen 3
Postboks 158 Skoyen
N-0212 Oslo 2 Norway
 
Dear Gert:

          This letter agreement will delineate the material terms
of  your  employment by ALPHARMA Inc. ("AL") and its subsidiaries
(together, the "Worldwide Group") which will become effective  on
May1,  1998 or such earlier date as you shall determine  upon  30
days  prior written notice to AL (the "Commencement Date").  Your
employment hereunder shall continue in effect through the date of
termination of your employment in accordance with this  agreement
(the  "Termination Date"), subject only to such  changes  as  may
heretofore be approved by you and the Board of Directors of AL.

          As recommended by the Compensation Committee, the terms
of your employment are as follows:

1.   Beginning  on  the  Commencement Date,  you  will  serve  as
     President and Chief Operating Officer ("COO") of AL and have
     operational oversight responsibility with respect to each of
     the  divisions and companies in the Worldwide Group, subject
     to  review and direction by the Chief Executive Officer  and
     the general oversight of the Board of Directors of AL.

2.   It is contemplated that you will be elected as President and
     Chief  Executive Officer ("CEO") of AL on or about the  time
     of the Annual Meeting of AL Stockholders expected to be held
     in  the second quarter of 1999.  Following such election you
     shall have all the powers and responsibilities of CEO of  AL
     with  general  managerial or oversight  responsibility  with
     respect  to  each  of the companies in the Worldwide  Group,
     subject to review and direction by the Board of Directors of
     AL.

3.   You  agree,  if  elected, to serve  as  COO  and/or  CEO  of
     Alpharma  AS  and  Alpharma U.S., Inc. ("AL-US")  and  as  a
     director  of  AL and AL Oslo and as a director  or  in  such
     other  positions to which you are or may be elected  by  the
     boards  of  directors  of  the various  other  companies  of
     Worldwide Group.
4.   Your  base annual salary shall be $400,000 while serving  as
     COO  and $600,000 while serving as CEO, in each case subject
     to  upward  adjustments as provided below.  The base  salary
     shall  be paid in $U.S. by AL  in approximately equal  semi-
     monthly  installments  (or  as  otherwise  paid  to   senior
     executives).   Your  base salary includes  compensation  for
     your  services as an officer and/or director of any  of  the
     companies  in the Worldwide Group, and you will not  receive
     additional compensation for such services. Your base  salary
     will be reviewed annually by the Compensation Committee  for
     upward  adjustment, subject to Board approval, as of January
     1, 2000 and each subsequent year.

5.   You  will be considered for an annual cash bonus each  year.
     You  are  eligible  for a bonus of up to 75%  of  your  base
     salary  payable  with  respect to such  year  based  on  the
     overall   performance  of  the  Worldwide  Group  and   your
     individual performance and contribution; provided that  such
     bonus  shall be not less than $100,000 (subject to proration
     if  you  are employed for less than the full calendar  year)
     with  respect to 1998.  The annual bonus recommendation will
     be made by the Compensation Committee and will be subject to
     approval  by the Board of Directors.  The annual bonus  with
     respect to each year shall be payable in cash prior to April
     1 of the following year.

6.   You  will  establish your residence in the Metropolitan  New
     York   area  within  approximately  three  months   of   the
     Commencement Date, it being understood that you may at  your
     election thereafter reestablish your residency in Norway  at
     any time following twelve months after your election as CEO.
     Irrespective of the location of your residency, you will  be
     expected  to be present for significant amounts of  time  as
     required  to perform your responsibilities at the  company's
     corporate  offices in the United States and in  Norway.   In
     order to facilitate your relocation of your residency to the
     United  States, the Company will (i) reimburse you for  your
     reasonable  expenses incurred in making  two  trips  to  the
     Metropolitan New York area with your spouse for the  purpose
     of  locating  an appropriate residence while in  the  United
     States; (ii) pay the fees and reasonable expenses of a  real
     estate  consultant to assist you and your spouse in learning
     about  communities, including schools and other  facilities,
     to  which  you may choose to relocate in the United  States;
     (iii)  pay your reasonable moving expenses in relocating  to
     the  United  States and subsequent relocation to Norway  and
     (iv)  provide  an appropriate guarantee (or  other  mutually
     satisfactory  credit  support) of your obligations  under  a
     mortgage  loan  (or other borrowing) made  to  finance  your
     purchase  of a residence in the United States and reasonable
     financial   assurances  that  provide  you  with  protection
     against  loss  incurred  upon sale of  such  residence.   In
     addition,  at the beginning of each calendar year  in  which
     you  intend (as reflected in a notice to the Company to such
     effect) to be resident in the Metropolitan New York area for
     the  major  portion of the year, you will receive a  general
     expense  allowance payable during the first  month  of  such
     year of $50,000 (it being understood that such allowance may
     be  used for such expenses of living in the United States as
     you  deem  appropriate  and you shall  not  be  required  to
     account for any such expenses).  You will be entitled to the
     expense  allowance of $50,000 for 1998 even if you  will  be
     resident in the Metropolitan New York area for less than six
     moths  in 1998.  the allowance for 1998 shall be payable  on
     May 1, 1998.

7.   You will be granted options to purchase Class A Common Stock
     of  AL at not less than the fair market value of such shares
     on  the  date  of grant ("Options") as follows: (i)  100,000
     Options shall be granted after the Commencement Date but not
     earlier  than the date on which you have become resident  in
     the United States in 1998, and (ii) 50,000 options shall  be
     granted  as  of  the  first trading day of  January  in  the
     calendar  year following the year in which you  receive  the
     100,000  shares grant.  These two Options are granted  as  a
     long  term compensation element for the years 1998 and 1999.
     You  will  be entitled to other long term compensations,  as
     the Compensation committee may decide, for the year 2000 and
     thereafter.   The  Options  shall have  the  terms,  vesting
     provisions and other conditions as set forth in our Appendix
     A  to this Letter Agreement or as otherwise provided in  the
     Company's   stock   option  plan.   Without   limiting   the
     foregoing,  the Options shall provide that,  to  the  extent
     exercisable  on the date of termination of your  employment,
     they  shall remain exercisable for a two years period  after
     any  such  termination which is without good cause  of  your
     employment.

8.   During the term of your employment, you will be entitled  to
     an    annual   automobile   allowance   of   $15,000,   plus
     reimbursement  for  insurance and maintenance  and  will  be
     entitled  to  participate in all employee  benefit  programs
     that are from time to time available to senior executives of
     AL  on  the  same  basis as other senior  executives  of  AL
     including:

               a.   Life insurance;
               b.   Disability insurance program;
               c.   401K Plan;
               d.   Health and medical insurance;
               e.   Retirement Plan.
               f.   Stock Purchase Plan
               g.   Deferred Compensation Plan
               h.   Paid Vacation and Holidays, and
               i.   Tax and Financial Services Planning.
               
     With respect to retirement benefits, you will be entitled to
     the normal amount of benefits available to an employee of AL
     with  the  compensation  and  years  of  service  which  are
     applicable to you provided that (i) you shall be entitled to
     a  supplemental retirement benefit calculated in a  mutually
     acceptable manner which provides you with an amount equal to
     the amount that would be payable to you under AL's qualified
     plan  if no limitations were imposed by the Internal Revenue
     Code  compared with the amount actually payable to you under
     the  plan  giving effect to such limitations; and  (ii)  you
     shall have the option to retire at age 55, (irrespective  of
     the  provisions of the plan) with an annual benefit that has
     been  actuarially  reduced (using the actuarial  tables  and
     methods utilized in administering the Company's pension plan
     for   Unites   States  employees)  to  reflect  such   early
     retirement.

9.   If  you  in  accordance with Section 6 above choose  to  re-
     establish  your residency in Norway after being  elected  as
     CEO,  it will be essential that you divide your work between
     the  United States and Oslo and most probably with  a  major
     part  of  your work in the United States.  Your  salary  and
     benefits  as  described in Section 8  a-i  should  be  split
     accordingly  and  shall  be  agreed  with  the  Compensation
     Committee.

10.  Your  employment under this Agreement shall  continue  until
     terminated  by  AL  or  you as hereinafter  provided.   Your
     employment hereunder may be terminated by you on ninety days
     written notice to AL or by AL on thirty days written  notice
     to you; provided that if your employment is terminated by AL
     without  good cause, then you shall be entitled to  continue
     to receive your then current base salary payable during each
     of  the  twenty-four months following such termination.   If
     you are not elected to the offices as provided in paragraphs
     1  and  2, or following your initial election as CEO you  do
     not  continue to be elected as CEO, in any such instance for
     other  than  good cause, then such failure to be so  elected
     shall be deemed to be a termination of employment by AL  and
     you shall be entitled to the salary continuation as provided
     in  the second sentence of this paragraph.  Similarly, if at
     any   time  while  you  are  serving  as  COO  or  CEO,  the
     responsibilities and authority of such office is  materially
     changed  in  a  manner  which you in good  faith  reasonably
     consider   materially  adverse,  you  may   terminate   your
     employment  hereunder within 60 days of such change  and  be
     entitled  to receive the salary continuation as provided  in
     the  second  section of this paragraph.  "Good cause"  shall
     mean  the  willful  failure (or inability  as  a  result  of
     disability)  to  carry out your responsibilities  continuing
     for thirty days after notice from the Board of Directors  of
     AL   or  committing  any  unlawful  or  improper  act  which
     materially and adversely affects AL.

11.  You  agree that during the term of your employment by AL and
     for  a period of one year thereafter you will not engage  in
     any  activity as an officer, director, employee, consultant,
     investor  or  otherwise on behalf of any business  or  other
     entity which is engaged in competition with any business  in
     which  AL  is  engaged during the term  of  your  employment
     anywhere in the geographical area in which AL conducts  such
     business.   You further agree to execute the non-competition
     and confidentiality agreements customarily executed by other
     senior executives in AL.

          If  the foregoing accurately reflects the terms of your
employment by AL and the Worldwide Group, please sign both copies
of  this  letter  where indicated and return one original  signed
document to my attention.

                                   Sincerely,




                                   Peter G. Tombros
                                   Chairman of the Compensation
                                   Committee
                                   Chairman of the Stock Option
                                   Committee


I agree to employment with AL
on the terms described above.



/s/ Gert Munthe          Date: March 13, 1998
Gert Munthe