Page 1 of 17
 
                                     
                            UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549


                           FORM 10-Q


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


For quarter ended                  Commission file number 1-8593
March 31, 1998

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

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

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

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

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


                   YES    X         NO

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of May 1, 1998:

     Class A Common Stock, $.20 par value -  15,880,038 shares;
     Class B Common Stock, $.20 par value --  9,500,000 shares.


                               ALPHARMA INC.
                                     
                                   INDEX
                                     
                                     
                                     
                                                       Page No.


PART I.  FINANCIAL INFORMATION


   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheet as of
     March 31, 1998 and December 31, 1997                   3

     Consolidated Statement of Income for the
     Three Months Ended March 31, 1998 and 1997             4

     Consolidated Condensed Statement of Cash
     Flows for the Three Months Ended March 31,
     1998 and 1997                                          5

     Notes to Consolidated Condensed Financial
     Statements                                                 6-11


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                     12-15



PART II.  OTHER INFORMATION

   Item 2.  Changes in the Rights of the Company's
            Securities Holders                                    16

   Item 6.  Reports on Form 8-K                              16

   Signatures                                                17


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

                                              March 31,     December 31,
                                                1998            1997
ASSETS
Current assets:
  Cash and cash equivalents                 $  10,499        $ 10,997
  Accounts receivable, net                    113,429         127,637
  Inventories                                 124,606         121,451
  Other                                        12,942          13,592
     Total current assets                     261,476         273,677

Property, plant and equipment, net            195,943         199,560
Intangible assets                             146,255         149,816
Other assets and deferred charges              12,776           8,813
          Total assets                       $616,450        $631,866

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt            $6,616        $ 10,872
  Short-term debt                               8,600          39,066
  Accounts payable and accrued liabilities     71,355          78,798
  Accrued and deferred income taxes             5,529           5,190
     Total current liabilities                 92,100         133,926

Long-term debt:
  Senior                                       59,499         223,975
  Convertible Subordinated Notes              192,850             -
Deferred income taxes                          25,926          26,360
Other non-current liabilities                   8,227           9,132

Stockholders' equity:
  Class A Common Stock                          3,231           3,224
  Class B Common Stock                          1,900           1,900
  Additional paid-in-capital                  180,328         179,636
  Accumulated other comprehensive
    loss                                     (13,959)         (8,375)
  Retained earnings                            72,466          68,206
  Treasury stock, at cost                     (6,118)         (6,118)
     Total stockholders' equity               237,848         238,473
          Total liabilities and
           stockholders' equity              $616,450        $631,866

               The accompanying notes are an integral part
           of the consolidated condensed financial statements.
                                     
                      ALPHARMA INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF INCOME
                  (In thousands, except per share data)
                                (Unaudited)
     
                                                 Three Months Ended
                                                      March 31,
                                                   1998       1997
     
     Total revenue                              $126,562    $121,424
        Cost of sales                             73,145      73,302
     Gross profit                                 53,417      48,122
     
        Selling, general and
          administrative expenses                 40,007      39,248
     
     Operating income                             13,410       8,874
     
        Interest expense                         (4,490)     (4,842)
        Other, net                                 (201)       (297)
     
     Income before provision for income taxes      8,719       3,735
     
        Provision for income taxes                 3,317       1,475
     
     Net income                                  $ 5,402    $  2,260
     
     Average common shares outstanding:
       Basic                                      25,350      21,766
       Diluted                                    25,713      21,781
     
     Earnings per common share:
       Basic                                     $   .21     $   .10
       Diluted                                   $   .21     $   .10
     
     Dividend per common share                   $  .045     $  .045
     
     
     
                The accompanying notes are an integral part
            of the consolidated condensed financial statements.
                 ALPHARMA INC. AND SUBSIDIARIES
         CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                    (In thousands of dollars)
                           (Unaudited)
                                                     Three Months Ended
                                                          March 31,
                                                        1998      1997
Operating Activities:
  Net income                                          $ 5,402    $ 2,260
  Adjustments to reconcile net
   income to net cash provided
   by operating activities, principally
   depreciation and amortization                        7,969    7,744
  Changes in assets and liabilities,
   net of effects from business
   acquisitions:
       Decrease in accounts receivable                  12,619    6,795
       (Increase) in inventory                          (4,751)    (131)
       (Decrease) in accounts payable
         and accrued expenses                           (6,260)  (9,945)
       Other , net                                        (879)   1,345
         Net cash provided by
         operating activities                          14,100     8,068

Investing Activities:
  Capital expenditures                                (6,364)    (4,606)
    Net cash used in investing
    activities                                        (6,364)    (4,606)

Financing Activities:
  Dividends paid                                      (1,142)    (980)
     Proceeds from sale of convertible
       subordinated debentures                       192,850        -
  Proceeds from other long-term debt                    -        1,506
  Reduction of senior long-term debt                (166,829)     (396)
   Net repayments under lines of credit              (30,028)    (8,663)
  Payments for debt issuance costs                    (3,750)       -
       Proceeds from issuance of common stock             699       201
     Net cash used in financing activities            (8,200)    (8,332)

Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                             (373)    (734)
  Income tax effect of exchange rate
    changes on intercompany advances                     339      537
     Net cash flows from exchange
            rate changes                                 (34)      (197)

Decrease in cash                                        (498)    (5,067)

Cash and cash equivalents at
  beginning of year                                   10,997     15,944
Cash and cash equivalents at
  end of period                                      $ 10,499    $10,877
                                
           The accompanying notes are an integral part
       of the consolidated condensed financial statements.
                 ALPHARMA INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    (In thousands of dollars)
                           (Unaudited)

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  1997
Annual  Report on Form 10-K. The reported results for  the  three
month  period ended March 31, 1998 are not necessarily indicative
of the results to be expected for the full year.

2.   Inventories

     Inventories consist of the following:

                                   March 31,    December 31,
                                     1998          1997

     Finished product             $72,727       $ 68,525
     Work-in-process               19,006         20,009
     Raw materials                 32,873         32,917
                                 $124,606       $121,451
3.   Long-Term Debt

      In  March  1998,  the  Company  issued  $125,000  of  5.75%
Convertible Subordinated Notes (the "Notes") due 2005. The  Notes
may  be converted into common stock at $28.594 at any time  prior
to  maturity, subject to adjustment under certain conditions. The
Company  may redeem the Notes, in whole or in part, on  or  after
April 6, 2001, at a premium plus accrued interest.

       Concurrently,   A.L.  Industrier  A.S.,  the   controlling
stockholder  of  the company, purchased at par for  cash  $67,850
principal   amount  of  a  Convertible  Subordinated  Note   (the
"Industrier   Note").   The  Note  has  substantially   identical
adjustment terms and interest rate.

      The Notes are convertible into Class A common stock and the
Industrier Note is convertible into Class B common stock.  If  at
least 75% of the Class A notes are converted into common stock
                                
                 ALPHARMA INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    (In thousands of dollars)
                           (Unaudited)
                                
then  the  Industrier Note will be automatically  converted  into
Class B common stock. Following registration under the Securities
Act of 1933, the Notes are expected to be listed on the NYSE.

      The  net  proceeds from the combined offering ($189,100  at
March  31, 1998) were used to retire outstanding senior long-term
debt.

Long-term debt consists of the following:

                                         March 31,  December 31,
                                            1998        1997
Senior debt:                                        
 U.S. Dollar Denominated:                           
   Revolving  Credit  Facility  6.8%  -             
7.2%:
       Revolving credit                  $   -      $161,575
  A/S Eksportfinans                         8,100      9,000
  Industrial Development Revenue Bonds:             
       Baltimore County, Maryland                   
          (7.25%)                           5,155      5,155
          (6.875%)                          1,200      1,200
       Lincoln County, NC                   5,000      5,000
  Other, U.S.                                 688        758
                                                    
 Denominated in Other Currencies:                   
  Mortgage notes payable (NOK)             36,529     38,099
     Bank    and   agency   development     9,225     13,803
loans(NOK)
  Other, foreign                              218        257
                                                    
 Total senior debt                         66,115    234,847
                                                    
Subordinated:                                       
 5.75% Convertible Subordinated Notes                
due 2005                                  125,000
 5.75% Convertible Subordinated                     
     Note due 2005 - Industrier Note       67,850         -
                                                    
  Total subordinated debt                 192,850         -
                                                    
  Total long-term debt                    258,965    234,847
  Less, current maturities                  6,616     10,872
                                         $252,349   $223,975

                                
                 ALPHARMA INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    (In thousands of dollars)
                           (Unaudited)

4.   Earnings Per Share

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

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

(Shares in thousands)                      Three Months Ended
                                        March 31,     March 31,
                                           1998          1997
                                                     
Average shares outstanding - basic       25,350         21,766
Stock options                               172             15
Warrants                                    191           -
Convertible debt                           -              -
Average shares outstanding - diluted     25,713         21,781

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

5.   Supplemental Cash Flow Information:

                                    Three Months Ended
                                   March 31,     March 31,
                                     1998         1997

     Cash paid for interest        $6,747         $5,095
     Cash paid for taxes           $1,948           $214

                 ALPHARMA INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    (In thousands of dollars)
                           (Unaudited)
                                

6.        Reporting Comprehensive Income

      As  of  January 1, 1998, the Company adopted  Statement  of
Financial  Accounting  Standards No. 130 (SFAS  130),  "Reporting
Comprehensive  Income."  SFAS 130 establishes new rules  for  the
reporting and display of comprehensive income and its components;
however,  the  adoption of this Statement had no  impact  on  the
Company's net income or stockholders' equity.

      SFAS  130 requires foreign currency translation adjustments
and  certain  other items, which prior to adoption were  reported
separately  in  stockholders' equity, to  be  included  in  other
comprehensive  income (loss).  Total comprehensive loss  amounted
to  approximately  $ 182 and $ 3,659 for the three  months  ended
March  31,  1998 and 1997, respectively.  The only components  of
accumulated other comprehensive loss for the Company are  foreign
currency transactions.

7.        Contingent Liabilities and Litigation

      The  Company is one of multiple defendants in  50  lawsuits
alleging  personal injuries resulting from the use of phentermine
distributed by the Company and subsequently prescribed for use in
combination  with  fenflurameine or dexfenfluramine  manufactured
and  sold  by other defendants (Fen-Phen Lawsuits). None  of  the
plaintiffs  has  specified an amount of monetary damage.  Because
the   Company   has   not  manufactured,  but  only   distributed
phentermine, it has demanded defense and indemnification from the
manufacturers  and  the insurance carriers of manufacturers  from
whom it has purchased the phentermine. Based on an evaluation  of
the  circumstances as now known, including but not solely limited
to, 1) the fact that the Company did not manufacture phentermine,
2)  it has a diminimus share of the phentermine market and 3) the
presumption  of  some insurance coverage, the  Company  does  not
expect  that  the  ultimate resolution of  the  current  Fen-Phen
lawsuits will have a material impact on the financial position or
results of operations of the Company.

      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
consolidation financial position or results of operations of  the
Company.


8.   Subsequent Event - Business Acquisition

      In  May  1998, the Company acquired Arthur H. Cox and  Co.,
Ltd.  and certain Cox marketing subsidiaries ("Cox") from Hoechst
AG  for approximately $192 million in cash and the assumption  of
bank  debt which will be repaid subsequent to the closing.  Cox's
main   operations  are  located  in  the  United   Kingdom   with
distribution  operations located in Scandinavia, the  Netherlands
and  Belgium.  Cox  is a generic pharmaceutical manufacturer  and
marketer  of tablets, capsules, suppositories, liquids, ointments
and  creams.  Cox distributes its products to pharmacy  retailers
and pharmaceutical wholesalers primarily in the United Kingdom.

      The  Company  financed the $192 million  cash  payment  and
related debt repayments from borrowings under its existing  long-
term  revolving  credit facility and short-term lines  of  credit
which  had  been  repaid  in  March  with  the  proceeds  of  the
convertible   subordinated  notes  offering(see   Note   3).   To
accomplish  the  acquisition the principal members  of  the  bank
syndicate,  which  are parties to the Company's Revolving  Credit
Facility,  consented to a change until December 31, 1998  in  the
method  of calculation of the financial convenant which specifies
an equity to asset ratio of 30%. The change in calculation method
allows  the  adding  back  of equity reductions  due  to  foreign
currency translation to equity.

      This  acquisition will be accounted for in accordance  with
the  purchase  method. The fair value of the assets acquired  and
liabilities assumed and the results of Cox's operations  will  be
included  in  the  Company's  consolidated  financial  statements
beginning on the acquisition date, May 8, 1998.

      Cox's  sales in its calendar years ended December 31,  1997
and  1996  converted into U.S. dollars at average exchange  rates
for  the respective years were approximately $88 million and  $69
million, respectively.

      Due  to the timing of the closing, balance sheet and income
statement  information  for Cox as  of  March  31,  1998  is  not
presently  available. The Company estimates the purchase  of  Cox
will  result in the following consolidated elements of  financial
position compared to March 31, 1998.


                                       Alpharma Inc.

(Dollar in millions)                Pre-          Post
                                 Acquisition   Acquisition

     Total assets                 $ 616.5        $ 840.0

     Long-term debt               $ 252.3        $ 432.0


     Stockholders' equity         $ 237.8        $ 237.8

      Audited  financial statements for Cox and formal  pro-forma
statements will be presented as required in a Form 8-K filing  to
be completed in the second quarter.
Item   2.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations

Results of Operations - Three Months Ended March 31, 1998

      Total  revenue increased $5.1 million (4.2%) in  the  three
months ended March 31, 1998 compared to 1997. Operating income in
1998 was $13.4 million, an increase of $4.5 million, compared  to
1997.  Net  income  was  $5.4 million ($.21  per  share  diluted)
compared to $2.3 million ($.10 per share diluted) in 1997.

      Revenues increased in both the business segments  in  which
the  company  operates, Human Pharmaceuticals and Animal  Health.
The increase in revenues was reduced by over $8.0 million due  to
translation of sales in foreign currency into the U.S. dollar.

     Within  the  Human  Pharmaceutical  Segment  ("HPS"),   Fine
Chemicals  Division ("FCD") revenues increased primarily  due  to
increased  volume  including  volume  related  to  the  polymyxin
business  purchased  in  the  fourth quarter  of  1997.  Revenues
increased  in  the  U.S. Pharmaceutical Division  ("USPD")  as  a
result  of  increased net prices, due to lower sales  deductions,
relative  to  1997.  Volume  of products  introduced  since  1996
increased  and  was offset by volume declines  of  certain  other
products.  In the International Pharmaceutical Division  ("IPD"),
revenues  decreased as a result of the effect of  translation  of
sales  in  Scandinavian  currencies into the  U.S.  dollar  being
partially offset by increased volume.
     
     Within  the  Animal  Health Segment ("AHS"),  Animal  Health
division  ("AHD")  revenues were higher due to  sales  of  Deccox
products  (acquired  in September of 1997) and  generally  higher
prices  in  base  products partially offset by  lower  volume  in
certain  products  and  the effect of  translation  of  sales  in
foreign currencies into the U.S. dollar.  Revenues in the Aquatic
Animal  Health division increased mainly due to the  introduction
of a new product.

     On a consolidated basis, gross profit increased $5.3 million
and the gross margin percent increased to 42.2 % in 1998 compared
to 39.6% in 1997.

       The   increase  resulted  from  higher  net  sales  prices
particularly   in  the  USPD  and AHD  which  directly  increased
margins  as  well  as  increased volume  in  all  divisions  only
partially  offset by decreases due mainly to translation  effects
primarily in the IPD.

      Operating  expenses on a consolidated basis  increased  $.8
million.  Operating  expenses  increased  mainly  due  to  higher
selling and marketing expenses for new and existing products with
such  increase being partially offset by the effects of  currency
translation.

      Operating  income increased $4.5 million  as  a  result  of
increased  volume including products acquired in 1997  and  to  a
lesser  extent higher net prices partially offset by an  increase
in operating expenses.

      Interest  expense decreased $.4 million  due  to  generally
lower debt balances in 1998 compared to 1997.

      Other, net in 1998 was a $.2 million loss compared  to  $.3
million loss in 1997. Foreign exchange transaction losses in 1998
and   1997  were  approximately  $.2  million  and  $.4  million,
respectively.  The  losses  in both periods  were  primarily  the
result of the continued strengthening of the U.S. dollar.

Financial Condition

           Working  capital at March 31, 1998 was $169.4  million
compared  to  $139.8 million at December 31,  1997.  The  current
ratio  was 2.84 to 1 at March 31, 1998 compared to 2.04 to  1  at
year  end.  Long-term debt to stockholders' equity was 1.06:1  at
March 31, 1998 compared to .94:1 at December 31, 1997.

      All  balance sheet captions decreased as of March 31,  1998
compared  to  December  1997 in U.S. Dollars  as  the  functional
currencies  of the Company's principal foreign subsidiaries,  the
Norwegian  Krone  and Danish Krone, depreciated versus  the  U.S.
Dollar  in the three months of 1998 by approximately 4%  and  3%,
respectively.  In addition, the Company's operations in Indonesia
were  negatively  affected due to the continued  decline  of  the
Rupiah  versus the U.S. Dollar. The decreases do impact  to  some
degree  the above mentioned ratios. The approximate decrease  due
to  currency  translation  of  selected  captions  was:  accounts
receivable  $1.6  million,  inventories  $1.6  million,  accounts
payable   and   accrued   expenses  $1.2   million,   and   total
stockholders' equity $5.6 million. The $5.6 million  decrease  in
stockholder's  equity represents accumulated other  comprehensive
loss for the three months ended March 31, 1998 resulting from the
continued strengthening of the U.S. dollar.

      In  order  to provide flexibility to make acquisitions,  in
March  1998,  the  Company completed an offering  of  Convertible
Subordinated  Notes  with  net proceeds of  approximately  $189.1
million.  The proceeds were initially used to pay down long  term
debt  under the Revolving Credit Facility and existing  lines  of
credit.  In  early May, the Company completed the acquisition  of
Arthur  H.  Cox and Co., Ltd. and certain Cox European  marketing
subsidiaries  ("Cox").  Cox  is  a major  generic  pharmaceutical
company  located in and with principal operations in  the  United
Kingdom.  The purchase price which was paid in cash and repayment
of  existing debt of Cox total approximately $200.0 million.  The
purchase  and repayment were financed with the existing Revolving
Credit Facility ($180.0 million) and existing short-term lines of
credit.

     As a result of the acquisition, the Company's pro-forma post-
acquisition long-term debt to equity ratio at March 31,  1998  is
approximately  1.82:1 vs the actual ratio at March  31,  1998  of
1.06:1.  To  accomplish the acquisition the principal members  of
the  bank syndicate, which are parties to the Company's Revolving
Credit Facility, consented to a change until December 31, 1998 in
the  method  of calculation of the convenant which  requires  the
equity to asset ratio to be 30%. The change permitted the Company
to meet the required ratio.

       The   Company   is  considering  additional  complementary
acquisitions   that   can  provide  new   products   and   market
opportunities as well as leverage existing assets.  In  order  to
complete  such  acquisitions the Company will require  additional
financing of a long-term nature which will require the consent of
its existing lenders or additional equity financing. There is  no
assurance  that  any  acquisition  or  the  required  acquisition
financing  will  be available on terms suitable to  the  Company.
Regarding  potential equity financing, the Company's  outstanding
warrants  for the issuance of common stock expire on  January  3,
1999,  and the Company cannot predict whether such warrants  will
be  exercised.  If all such warrants were exercised  the  Company
would issue 3,819,600 shares of Common Stock at an exercise price
of $20.69 and receive approximately $79.0 million.

___________

Statements  made in this Form 10Q, are forward-looking statements
made  pursuant  to the safe harbor provisions of  the  Securities
Litigation  Reform Act of 1995. Such statements  involve  certain
risks and uncertainties that could cause actual results to differ
materially   from  those  in  the  forward  looking   statements.
Information   on   other   significant   potential   risks    and
uncertainties not discussed herein may be found in the  Company's
filings with the Securities and Exchange Commission including its
Form 10K for the year ended December 31, 1997.


                  PART II.  OTHER INFORMATION


Item  2.    CHANGES  IN  THE RIGHTS OF THE  COMPANY'S  SECURITIES
HOLDERS

The Company in order to complete the acquisition of Arthur H. Cox
and  Co.,  Ltd. in May 1998 requested and received consents  from
the  banks which are parties to the $180,000,000 Revolving Credit
Facility  to  change the method of calculation of the  equity  to
assets  ratio until December 31, 1998. The change in  calculation
method  allowed  the  adding back of  equity  reductions  due  to
foreign currency translation to equity.



Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

      (10a) Employment Agreement dated March 13, 1998 between the
Company and Gert Munthe.


(b) Reports on Form 8-K

      On  April 10, 1998, the Company filed a report on Form  8-K
dated March 30, 1998 reporting Items 5. and 9. "Other Events  and
Sales of Equity Securities Pursuant to Regulation S."

      The  events  reported  were  the  issuance  of  Convertible
Subordinated   Notes  concurrently  with  the   issuance   of   a
convertible subordinated note to its principal stockholder,  A.L.
Industrier.



                           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: May 13, 1998            /s/ Jeffrey E. Smith
                              Jeffrey E. Smith
                              Vice President, Finance and
                              Chief Financial Officer