Page 3 of 25



               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
September 30, 1996

                          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 November 4, 1996

   Class A Common Stock, $.20 par value -- 13,512,860 shares;
    Class B Common Stock, $.20 par value -- 8,226,562 shares

                         ALPHARMA INC.

                             INDEX




                                                       Page No.

PART I.  FINANCIAL INFORMATION


   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheet as of
     September 30, 1996 and December 31, 1995               3

     Consolidated Statement of Income for the
     Three and Nine Months Ended September 30,
     1996 and 1995                                           4

     Consolidated Condensed Statement of Cash
     Flows for the Nine Months Ended September 30,
     1996 and 1995                                           5

     Notes to Consolidated Condensed Financial
     Statements                                              6-10


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                      11-21


PART II.  OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8K                  22

  Signatures                                               23

  Exhibit 11 - Computation of Earnings                     24-25
               per Common Share
                 ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED BALANCE SHEET
                    (In thousands of dollars)
                                
                                      September 30,
                                          1996      December 31,
                                      (Unaudited)      1995
ASSETS
Current assets:
  Cash and cash equivalents             $ 11,036     $ 18,351
  Accounts receivable, net               118,422      132,161
  Inventories                            120,503      120,084
  Other                                   11,915       12,290
      Total current assets               261,876      282,886

Property, plant and equipment, net       207,646      212,176
Intangible assets                        121,899      128,186
Other assets and deferred charges          8,293       11,605
      Total assets                      $599,714     $634,853

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt     $ 18,719     $ 13,160
  Short-term debt                         62,726       62,695
  Accounts payable and accrued
      liabilities                         73,253       86,778
  Accrued and deferred income taxes        2,322        6,650
      Total current liabilities          157,020      169,283

  Long-term debt                         209,527      219,451
  Deferred income taxes                   28,007       30,961
  Other non-current liabilities            6,626        9,968

Stockholders' equity:
  Class A Common Stock                     2,757        2,740
  Class B Common Stock                     1,645        1,646
  Additional paid-in-capital             121,660      120,357
  Foreign currency translation
      adjustment                          10,835       15,884
  Retained earnings                       67,739       70,385
  Treasury stock, at cost                (6,102)      (5,822)

      Total stockholders' equity         198,534      205,190
        Total liabilities and
          stockholders' equity          $599,714     $634,853
                                
           The accompanying notes are an integral part
       of the consolidated condensed financial statements.
                              ALPHARMA INC.
                     CONSOLIDATED STATEMENT OF INCOME
                               (Unaudited)
                  (In thousands, except per share data)

                              Three Months Ended   Nine Months Ended
                                September 30,        September 30,
                              1996       1995       1996       1995

Total revenue               $122,438  $132,375   $371,467   $382,272

   Cost of sales              74,050    80,252    218,803   225,056

Gross profit                  48,388    52,123    152,664    157,216

   Selling, general and
     administrative expenses  42,980    37,061    137,104    118,931

Operating income               5,408     15,062    15,560     38,285

   Interest expense          (4,920)   (5,605)   (14,930)   (16,864)

   Other income (expense), net   (184)     366        120      (215)

Income before
 provision for income taxes       304      9,823      750     21,206

   Provision for income taxes    275     3,654        446      8,058

Net income                   $    29   $  6,169   $   304   $ 13,148

Average common shares
 outstanding:
  Primary                     21,772    21,799     21,852     21,783
  Fully diluted               21,772    22,012     21,852     21,996

Earnings per common share:
  Primary                     $   .00  $   .28    $   .01    $   .60

  Fully Diluted               $   .00  $   .28    $   .01    $   .60

Dividends per common share    $  .045  $  .045    $  .135    $  .135


               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)


                                               Nine Months Ended
                                                   September 30,
                                                 1996      1995
Operating Activities:
 Net income                                     $   304   $13,148
 Adjustments to reconcile net
   income to net cash provided
   by operating activities, principally
   depreciation and amortization                 23,720    24,662
 Non-current asset write-off                      4,068
 Changes in assets and liabilities,
   net of effects from business
   acquisition:
      Decrease in accounts receivable            11,459     1,891
      (Increase) in inventory                   (2,510)   (3,161)
      (Decrease) in accounts
         payable and accrued expenses          (16,071)   (7,781)
      Other                                     (1,419)     2,546
        Net cash provided by
          operating activities                   19,551    31,305

Investing Activities:
 Capital expenditures                          (22,831)  (17,298)
 Purchase of business and intangibles                     (3,000)
 Net cash used in investing activities         (22,831)  (20,298)

Financing Activities:
 Dividends paid                                 (2,950)   (2,940)
 Net borrowings under lines of credit               841   (4,951)
 Proceeds from long-term debt                     6,110
 Reduction of long-term debt                    (8,859)  (12,247)
 Other, net                                       1,039     1,696
      Net cash used by financing activities     (3,819)  (18,442)
Exchange Rate Changes:
 Effect of exchange rate changes on cash          (550)     1,328
 Income tax effect of exchange rate
   changes on intercompany advances                 334     (732)
      Net cash flows from exchange
        rate changes                              (216)       596

 Decrease in cash                               (7,315)   (6,839)
 Cash and cash equivalents at beginning
  of year                                      18,351      15,512
 Cash and cash equivalents at end
   of period                                   $ 11,036  $  8,673
     

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

                 ALPHARMA INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (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   1995
Annual  Report  on  Form  10-K.  The reported results  for  the  three
and   nine   month   periods  ended  September  30,   1996   are   not
necessarily  indicative of the results to be  expected  for  the  full
year.

2.   Inventories

     Inventories consist of the following:

                                September 30, December 31,
                                    1996           1995

     Finished product             $67,305       $ 68,529
     Work-in-process               17,401         16,697
     Raw materials                 35,797         34,858
                                 $120,503       $120,084

3.   Supplemental Cash Flow Information:

                                September 30,   September 30,
                                    1996            1995

     Cash paid for interest       $15,849        $14,965
     Cash paid for taxes           $6,353         $4,351

4.   Post Combination Management Actions - 1995

      In  September  1995,  the Company announced  management  actions
which  spanned  both  the  third  and  fourth  quarters  of  1995  and
included  elimination  of  up to 130 positions  company-wide,  efforts
toward   consolidation   of   operations   in   the   Company's   U.S.
Pharmaceuticals    Division,    the   utilization    of    substantial
consulting   resources   focused   primarily   on   accelerating   the
realization  of  certain  combination benefits  in  the  International
Pharmaceuticals   Division  and  the  sale   in   September   of   its
minority  equity  position  and certain other  product  rights  in  an
R&D company.

      The  net  effect of the additional management actions  for  both
the  three  and  nine  months  ended September  30,  1995  was  a  net
reduction   of  selling,  general  and  administrative   expenses   of
$2,829  resulting  from  the  income  received  on  the  sale  of  the
equity   position  in  the  R&D  company  and  certain  other  product
rights  ($6,463)  net  of  expenses for the other  management  actions
($3,634).   The  expenses  of  the  other  management   actions   were
$2,831  for  consulting  services  and  $803  for  severance  for   67
employees in the IPD and USPD.

5.   Post-Combination Management Actions - 1996

       The   Company  continues  to  consider  opportunities  to  take
actions    which   are   intended   to   improve   its    long    term
profitability.

      In  1996,  the  International Pharmaceuticals  Division  ("IPD")
has   taken   additional  actions  which  are  designed   to   further
strengthen  the  competitive  nature  of  the  division  by   lowering
costs.  In  the  first quarter of 1996, IPD severed  approximately  30
sales,   marketing  and  other  personnel  based  primarily   in   the
Nordic   countries   and  incurred  termination   related   costs   of
approximately   $1,900.  The  termination  costs   are   included   in
selling,  general  and administrative expenses.  In  March  1996,  the
Company   announced   that   a   preliminary   study   of   production
rationalization   alternatives  between  IPD's   Copenhagen,   Denmark
and   Lier,   Norway  manufacturing  facilities  identified  potential
benefits.

      In  May  1996,  the  Board of Directors  approved  a  production
rationalization  plan  which  includes the  transfer  of  all  tablet,
ointment  and  liquid  production from Copenhagen,  Denmark  to  Lier,
Norway.  The  full  transfer  will  be  completed  in  1998  and  will
result  in  the  net  reduction of approximately  100  employees.  The
rationalization  plan  resulted in a  charge  in  the  second  quarter
for  severance  for  Copenhagen employees,  an  impairment  write  off
for  certain  buildings  and machinery and equipment  and  other  exit
costs.

      In  addition  in May 1996, the Board of Directors  approved  the
U.S.   Pharmaceuticals  Division  ("USPD")  plan   to   accelerate   a
previously   approved   consolidation  of   manufacturing   operations
within USPD.

      The  plan  includes the discontinuing of all activities  in  two
USPD  manufacturing  facilities in New York and  New  Jersey  and  the
transfer  of  all pharmaceutical production from those  sites  to  the
facility  in  Lincolnton, North Carolina. The plan  will  provide  for
complete  exit  by  early 1997 and will result in a net  reduction  of
approximately  150  employees. The acceleration  plan  resulted  in  a
second  quarter  charge  for  severance of  employees,  an  impairment
write-off  for  leasehold  improvements and  machinery  and  equipment
and   significant  exit  costs  including  estimated  remaining  lease
costs and facility refurbishment costs.

       Due  to  the  time  necessary  to  achieve  both  transfers  of
production  the  Company,  as  part  of  the  severance  arrangements,
has  instituted  stay  bonus  plans. The  overall  cost  of  the  stay
bonus  plans  is  estimated at $1,900, and will be  accrued  over  the
periods  necessary  to  achieve  shut  down  and  transfer.  The  stay
bonus   plans  generally  require  the  employee  remain  until  their
position is eliminated to earn the payment.

       In   the   third  quarter  of  1996  the  Company's  management
actions  were  adjusted  for  the sale of  the  Able  tablet  business
and  include  severance charges of $700 related  to  a  reorganization
of  the  Animal Health divisions distribution business.  The  sale  of
the   Able   tablet  business  and  sub-lease  of  the  Able  facility
(located  in  New  Jersey)  resulted in the company  reducing  certain
accruals  made  in  the  second  quarter which  reflected  significant
exit   costs   which  would  have  been  incurred   in   closing   the
facility.  The  net  reduction of the second quarter  charge  for  the
sale   and   subleasing  was  $1,100  including   the   net   proceeds
received on the sale of approximately $500.
      A  summary  of  the year to date and third quarter  charges  and
expenses  resulting  from the management actions  which  are  included
in selling, general and administrative expenses follows:

   3rd    Year to  
 Quarter    Date   Description
                   
  $ 700   $7,000   Severance and employee termination
                   benefits for all 1996 employees terminated
                   (approximately 400 employees).
                   
    400      600   Stay bonus accrued.
                   
   (300)   4,000   Impairment of buildings, leasehold
                   improvements and machinery and equipment.
                   (Net of sales proceeds of approximately
                   $500 in the third quarter.)
                   
   (800)     700   Accrual of the non cancelable term of the
                   operating leases and estimated
                   refurbishment costs for USPD facilities.
                   (The third quarter reduction results from
                   accrual reversals related to Able.)
                   
      0     1,700  Exit costs for demolition of facilities,
    ___     _____  clean up costs and other.
                   
  $   0   $14,000  


6.   Recently Adopted Accounting Standards

      Effective  January  1, 1996, the Company  formally  adopted
Statement  of  Financial Accounting Standards  ("SFAS")  No.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of."

      The  standard requires that long-lived assets  and  certain
identifiable  intangibles to be held and used  by  an  entity  be
reviewed   for   impairment  whenever  events   or   changes   in
circumstances indicate that the carrying amount of an  asset  may
not  be recoverable. The adoption of SFAS No. 121 did not have  a
material impact on the Company.

     Effective January 1, 1996, the Company formally adopted SFAS
No.  123, "Accounting for Stock-Based Compensation." The standard
establishes a fair value method for accounting for or  disclosing
stock-based  compensation  plans. The  Company  will  adopt  this
standard by disclosing the pro forma net income and earnings  per
share amounts assuming the fair value method in the year-end 1996
financial  statements, as required. As a result, the adoption  of
this  standard  will not have any impact on reported  results  of
operations and financial position.
Item   2.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations

Results of Operations - Nine Months Ended September 30, 1996

      Total  revenue decreased $10.8 million (2.8%) in  the  nine
months  ended  September 30, 1996 compared  to  1995.   Operating
income  in  1996 was $15.6 million, a decrease of $22.7  million,
compared  to  1995. Net income was $.3 million  ($.01  per  share
fully  diluted) compared to $13.1 million ($.60 per  share  fully
diluted)  in 1995. Net income in 1996 is reduced by approximately
$8.7 million ($.39 per share) for severance incurred in the first
quarter  related  to  the  reorganization  of  the  International
Pharmaceuticals Division ("IPD") sales and marketing function  in
the  Nordic countries and for charges and expenses resulting from
production  rationalization  plans  in  the  IPD  and  the   U.S.
Pharmaceuticals  Division  ("USPD") in  the  second  quarter  and
adjustments  and  continuing actions in the third  quarter.  (See
section "Post-Combination Management Actions.")

      Revenues  declined marginally in the Animal Health  Segment
and  decreased by over $10.0 million in the Human Pharmaceuticals
Segment.

      Within  the  Animal Health Segment, Animal Health  Division
revenues  decreased due to lower sales volume of BMDr  and  other
feed  additives primarily to the poultry market and price erosion
due  to  competition. (See section "Animal Health Division Market
Conditions.")  Aquatic Animal Health Division revenues were lower
due  to  increased  competition in  the  Norwegian  fish  vaccine
market.

      Revenues  in the Human Pharmaceuticals Segment  were  lower
primarily due to USPD revenues which declined over 7% as a result
of   price  and  volume  reductions  in  the  base  product  line
(principally cough and cold products) due to a fundamental  shift
in   industry  distribution,  purchasing  and  stocking  patterns
including   a   substantial  drop  in  sales  to   generic   drug
distributors.  The  declines were partially offset  by  increased
sales  of  products  introduced in 1994 and  1995  and  sales  of
Minoxidil introduced in the second quarter of 1996. (See  Section
"U.S.  Generic Pharmaceutical Industry.") Revenues  for  IPD  and
Fine Chemicals ("FCD") were substantially the same as 1995.

     On a consolidated basis, gross profit decreased $4.6 million
and  the  gross margin percent of 41.1% was the same in 1996  and
1995.   The decrease in dollars resulted from lower gross  profit
margins  on  approximately the same sales dollars in  the  Animal
Health  Segment and by decreased sales and production  volume  in
the USPD which resulted in a lower margin in percent and dollars.

     Operating expenses (i.e. selling, general and administrative
expenses "SG&A") on a consolidated basis increased $18.2  million
or  15.3%.  Included  in  1996  operating  expenses  are  charges
incurred  in  the  first quarter for severance  of  $1.9  million
relating  to  the  reorganization  of  the  sales  and  marketing
function  for IPD in the Nordic countries. In the second  quarter
charges and expenses of $12.1 million were incurred in connection
with  production rationalization plans being implemented  by  IPD
and  USPD.  Additionally,  the third  quarter  of  1996  includes
approximately  $2.0 million of bad debt expense to  estimate  the
effect  of the bankruptcy of a major wholesaler. The nine  months
ended  September 30, 1995 includes a net reduction  of  operating
expenses of $2.8 million relating to income received on the  sale
of  the equity position in an R&D company offset by expenses  for
1995  management  actions.  The following  table  summarizes  the
above:

                                 1996         1995

SG&A as reported                $137.1       $118.9

Management actions
 (described herein)
  1996                           (14.0)
  1995                                          2.8

Bad debt expense related
  to the bankruptcy of a
  wholesaler                      (2.0)        ____

SG&A as adjusted                $121.1       $121.7

      The  lack  of growth in SG&A reflects an emphasis  on  cost
control in response to difficult business conditions in a  number
of  markets,  a reduction of expenses resulting from  prior  year
management  actions  which  reduced payroll  and  generally  flat
selling and marketing expenses which vary directly with sales.

      Operating  income as reported declined $22.7 million  as  a
result  of  charges for severance and production  rationalization
and  a  significant bad debt expense incurred in the  nine  month
period.   In  addition,  lower  sales  and  gross  profits   also
contributed to the decline.
Results of Operations - Three Months Ended September 30, 1996

      Total  revenue decreased $9.9 million (7.5%) in  the  three
months  ended  September 30, 1996 compared  to  1995.   Operating
income  in  1996  was  $5.4 million, compared  to  $15.1  million
operating  income in 1995.  The Company recorded  net  income  of
less than $.1 million ($.00 per share) compared to income of $6.2
million ($.28 per share) in 1995.  The substantially lower income
in  1996  is  primarily the result of extremely difficult  market
conditions in the Generic Pharmaceutical industry and the  Animal
Health industry. In addition 1995 net income includes income from
post combination management actions of approximately $1.8 million
($.08  per  share).  (See  section  "Post-Combination  Management
Actions.")

      Revenues increased marginally in the Animal Health  Segment
and declined significantly in the Human Pharmaceuticals Segment.

      Within  the  Animal Health Segment, Animal Health  Division
revenues increased due to approximately the same sales volume  of
BMDr  (i.e. lower volume to the poultry market offset  by  higher
volume  to  the  swine market), increased volume  of  other  feed
additives  and offset by some price erosion primarily related  to
BMDr. (See section "Animal Health Division Market Conditions.")

       Revenues   in   the  Human  Pharmaceutical  Segment   were
significantly  lower  primarily due to a 14%  reduction  in  USPD
revenues  reflecting  volume and price  reductions  in  the  base
product  line  (principally cough and cold products),  due  to  a
fundamental  shift  in  industry  distribution,  purchasing   and
stocking  patterns  including  a substantial  drop  in  sales  to
generic  drug distributors, offset by increased sales of products
introduced in 1994 and 1995 and sales of Minoxidil introduced  in
the   second   quarter  of  1996.  (See  section  "U.S.   Generic
Pharmaceutical Industry.") In addition revenues in  IPD  and  FCD
were below the prior period in 1995 due to lower volume.

     On a consolidated basis, gross profit decreased $3.7 million
and  the gross margin percent was 39.5% in 1996 compared to 39.4%
in  1995.  The decrease in dollars resulted primarily from  lower
margins and sales in the USPD. Lower USPD margins were the result
of  lower volume which results in unabsorbed manufacturing  costs
and the effects of price declines which directly reduced margins.
In  FCD and IPD margin percentages were generally maintained  but
resulted in lower gross profit dollars due to lower sales.

     Operating expenses (i.e. selling, general and administrative
expenses  "SG&A") on a consolidated basis increased $5.9 million.
Included  in  operating  expenses in 1996 is  approximately  $2.0
million  of bad debt expense resulting from the bankruptcy  of  a
major  wholesaler.  The  third quarter of  1995  includes  a  net
reduction  of  operating  expenses of $2.8  million  relating  to
income  received  on  the sale of an equity position  in  an  R&D
company offset by 1995 management actions.

     The following summarizes selling, general and administrative
on a comparable basis.

                                     1996         1995

SG&A as reported                     $43.0       $37.1

Bad debt expense
  related to the bankruptcy
  of a wholesaler                     (2.0)

Management actions - 1995
  (described herein)                               2.8
                                     ____         ____

SG&A as adjusted                     $41.0       $39.9

      The  increase in SG&A results from higher R&D  expenses  in
certain  divisions  and  increases in  various  general  expenses
relative to 1995.

      Operating  income  as  reported declined  to  $5.4  million
compared  to  $15.1 million due to lower sales which resulted  in
lower  gross  profits and higher operating expenses  in  1996  as
detailed above.

                           * * * * * *


Interest Expense

      Interest expense decreased $.7 million and $1.9 million  in
the  three and nine months ended September 30, 1996, respectively
due  to  lower  interest rates in 1996 and  to  a  lesser  extent
decreased average debt levels.

Provision for Income Taxes

      In the quarter and nine months ended September 30, 1996 the
company's  effective tax rate is substantially in excess  of  the
38.0%  in 1995 due primarily to relatively low levels of  pre-tax
income  which  magnify  the  effect  of  non-deductible  expenses
(principally goodwill amortization). The 1996 full year tax  rate
will  be  dependent on actual full year pre-tax income which  may
include charges for additional management actions.

Post-Combination Management Actions

      Since the completion of the combination in October 1994 the
Company  has  announced  a  number of  management  actions  which
included  staff  reductions, certain product  line  and  facility
rationalizations,  the sale of an equity interest  in  a  R  &  D
company,  the utilization of significant consulting resources  by
IPD and major production rationalization plans in IPD and USPD.

1995 Management Actions

      In September 1995, the Company announced management actions
which  spanned  both the third and fourth quarters  of  1995  and
included  the  elimination of up to 130  positions  company-wide,
further  efforts  toward  consolidation  of  operations  in   the
Company's  U.S.  Pharmaceuticals  Division,  the  utilization  of
substantial    consulting   resources   focused   primarily    on
accelerating the realization of certain combination  benefits  in
the  International  Pharmaceuticals  Division  and  the  sale  in
September  of  its  minority equity position  and  certain  other
rights in an R&D company.

      The net effect of the additional management actions for the
third quarter and nine months ended September 30, 1995 was a  net
benefit to pre-tax income of approximately $2.8 million resulting
from  the  income received on the sale of the equity position  in
the  R&D  company and certain other product rights ($6.5 million)
net  of expenses for the other management actions ($3.7 million).
The  expenses  of the other management actions were $2.9  million
for  consulting  services, and $.8 million for severance  for  67
employees  in the IPD and USPD. The net effect on net  income  of
the  additional management actions was approximately $1.8 million
($.08 per share fully diluted).

1996 Management Actions

      Certain  of  the announced management actions in  1996  are
still  in  process and have affected the first three quarters  of
1996  and  will affect 1996 and 1997.  The management actions  in
process and their current and potential impact are as follows:
Selling and Marketing Reorganization

      In  the first quarter of 1996 IPD reorganized its sales and
marketing  organization  in  the  Nordic  countries  and  severed
approximately  30  personnel  at a  cost  of  $1.9  million.  IPD
estimates  the annual expense reduction by 1997 from this  action
at over $1.0 million.

Production Rationalization

      In the first quarter of 1996, the Company announced that  a
preliminary  study  of  production  rationalization  alternatives
between  IPD's Copenhagen, Denmark and Lier, Norway manufacturing
facilities  had  identified potential benefits.  Based  on  these
findings,  a  detailed study was completed and in May  1996,  the
Board  of  Directors  approved a production rationalization  plan
which  includes the transfer of all tablet, ointment  and  liquid
production  from  Copenhagen, Denmark to Lier, Norway.  The  full
transfer  will be completed in 1998 and will result  in  the  net
reduction  of  approximately 100 employees.  The  rationalization
plan resulted in a charge in the second quarter for severance for
Copenhagen   employees,  an  impairment  write-off  for   certain
buildings and machinery and equipment and other exit costs.

      In  1995  the Company announced a plan by USPD to move  all
suppositories and cream and ointment production from two  present
locations  to  the  Lincolnton, N.C. location.  The  transfer  of
prescription products requires the Company to obtain the approval
of  the FDA for each product transferred. The Company expects  to
be  successful in the product transfer but the time necessary and
ultimate  success  cannot  be predicted  with  certainty  by  the
Company.  Based  on  results to date  USPD  prepared  a  plan  to
accelerate the previously approved plan for consolidation of  the
manufacturing  operations within USPD.  The  Board  of  Directors
approved the acceleration in May 1996.

      The  acceleration  plan includes the discontinuing  of  all
activities in two USPD manufacturing facilities in New  York  and
New Jersey and the transfer of all pharmaceutical production from
those  sites to the facility in Lincolnton, North Carolina.   The
plan will provide for complete exit by early 1997 and will result
in   a  net  reduction  of  approximately  150  employees.    The
acceleration  plan  resulted  in  a  second  quarter  charge  for
severance  of  employees, an impairment write-off  for  leasehold
improvements  and  machinery and equipment and  significant  exit
costs  including  estimated remaining lease  costs  and  facility
refurbishment  costs. In the third quarter of  1996  the  Company
sold its tablet business which was located in New Jersey and sub-
leased  the  New  Jersey location. The sale  netted  proceeds  of
approximately  $.5  million and resulted  in  the  adjustment  of
certain accruals for exit costs made in the second quarter  which
contemplated the shut down of the facility. The net result of the
tablet   sale  was  to  reduce  the  second  quarter  charge   by
approximately $1.1 million.

     Because of the time necessary to complete the transfers, the
production rationalization plans include stay bonus plans to keep
the production work force in tact until the transfer is complete.
The  stay bonus plans generally require the employee remain until
their position is eliminated to earn a payment.  The overall cost
of  these plans is estimated at $1.9 million and is being accrued
over the periods necessary to achieve the shut downs.

      In the third quarter the Animal Health Division reorganized
its distribution business and incurred severance of approximately
$.7 million. The reduction in the second quarter charge resulting
from  the  sale of the tablet business and sub-lease of  the  New
Jersey facility was offset by the Animal Health severance and the
accrual  of  stay  bonuses in the third quarter. Accordingly  the
third quarter 1996 has no net effect from management actions.

      On  a  year to date basis for 1996 the Company's management
actions  total  approximately $14.0  million  and  included  $7.0
million  for  severance, $4.0 million for facilities  write-offs,
$.7  million for lease and refurbishment costs, $1.6 million  for
other  exit  costs  and  $.6 million for  accrued  stay  bonuses.
Additional charges for stay bonuses and other related exit  costs
could be required in the fourth quarter of 1996.

       The  production  rationalization  plans  are  expected  to
significantly benefit operations in 1997 for USPD and in 1998 for
IPD.

      The Company believes the dynamic nature of its business may
present   additional   opportunities  to  rationalize   personnel
functions    and   operations   to   increase   efficiency    and
profitability. Accordingly, similar management actions or changes
to announced management actions may be required in the future.

Governmental Actions Affecting the Company

      The  Company's operations in all countries are  subject  to
comprehensive government regulation which includes inspection  of
and controls over manufacturing and quality control practices and
procedures, requires approvals to market products, and can result
in  the recall of products and suspension of production.  In  the
United  States the Food and Drug Administration (FDA) has imposed
more  stringent  regulatory requirements  on  the  pharmaceutical
industry in recent years.

      The  U.S. manufacturing companies included in the Company's
U.S. Pharmaceuticals Division, Alpharma USPD Inc. (formerly known
as  Barre National, Inc.), and NMC Laboratories, Inc. ("NMC"), as
well  as two of the Company's European facilities (Skoyen, Norway
and  Copenhagen, Denmark that manufacture products for export  to
the   U.S.)   are  affected  by  the  more  demanding  regulatory
environment  in that they are required to comply with  the  FDA's
interpretation of Current Good Manufacturing Practices  ("CGMP").
In this regard, Alpharma USPD Inc. is a party to a consent decree
with the FDA which defines the specific standards it must achieve
in   meeting   CGMP.  Additionally,  the  Company  is   currently
responding  to the FDA's latest inspection at its Skoyen,  Norway
plant.

       Regulatory  compliance  has  continued  to  affect   costs
directly,  by  requiring the addition of personnel, programs  and
capital,  and  indirectly, by adding activities without  directly
increasing  efficiency.  The costs (both direct and indirect)  of
actions  taken with regard to regulatory compliance  (which  have
increased  in  recent  years) may continue  to  increase  in  the
future.

      The Company and its subsidiaries have filed applications to
market  products with regulatory agencies both in  the  U.S.  and
internationally.  The  timing of receipt of  approvals  of  these
applications  can  significantly  increase  future  revenues  and
income.  The  Company  cannot control or  predict  with  accuracy
whether such applications will be approved or the timing of their
approval.  With  regard  to  the  Company's  project  to  conduct
clinical trials as part of the new drug approval process  in  the
U.S.  for Elyzolr Dental Gel (a product for the treatment of  the
gum  disease  periodontitis), the Company is in  the  process  of
clarifying  the FDA's current guidelines for the  next  phase  of
clinical  trials.  Additionally,  as  previously  reported,   the
Company is continuing to study alternative marketing arrangements
for  the  product which include obtaining marketing  partners  in
some geographical areas.

U.S. Generic Pharmaceutical Industry

      The  U.S.  Generic Pharmaceutical industry has historically
been  characterized by intense competition which is evidenced  by
eroding  prices  for  products as additional market  participants
receive  approvals  for these products. Growth  has  historically
occurred  through  new  product approvals  and  subsequent  sales
exceeding  declines  in  the  base  product  line  due  to  price
reductions and/or volume decreases. Generic pharmaceutical market
conditions were further exacerbated in the third quarter of  1996
by a rapidly emerging fundamental shift in industry distribution,
purchasing  and  stocking  patterns.  The  shift  has   initially
resulted  in a substantial drop in the USPD's volume overall  but
in  particular  to  generic drug distributors  who  represent  an
important  but  declining  part of the Company's  base  business.
Programs recently initiated by major wholesalers have accelerated
the  changes and have forced prices to decline at a faster  rate.
Wholesaler  programs generally require lower prices  on  products
sold,  lower  inventory levels kept at the wholesaler  and  fewer
manufacturers  selected to provide products to  the  wholesalers.
The USPD has been affected by lower sales as distributors reduced
business  and as wholesalers reduced inventories and prices.  The
Company  has  made agreements with major wholesalers  to  provide
product  but  cannot  predict the effect  on  future  volume  and
prices.  USPD  has been and will continue to be affected  by  the
competitive  and  changing nature of this industry.  Accordingly,
because of competition, a rapidly changing market and uncertainty
of  timing of new product approvals, USPD sales volume and prices
are  subject  to unforeseen fluctuations. Therefore profitability
is  also  subject to unforeseen fluctuation. The generic industry
in  general  is subject to similar fluctuations and as  a  result
stock prices for the group, in which the Company is considered  a
member, have historically fluctuated widely.

Animal Health Division Market Conditions

      The  Animal  Health  Division's ("AHD") principal  product,
BMDr,  is  a  feed  additive  used to  promote  growth  and  feed
efficiency  and prevent or treat diseases in Swine  and  Poultry.
AHD  also  sells other feed additives most of which are  used  in
combination or sequentially with BMDr. In 1996 and especially  in
the  second quarter, results were negatively impacted by a  steep
rise in grain (corn and wheat) prices in the U.S. The record high
prices  of  these feed grains in the second quarter  resulted  in
intense  price  competition and a reduction in the  use  of  feed
additives  in general, including AHD products, primarily  in  the
poultry market. In the third quarter feed grain prices have  been
lower  relative to the second quarter but are still  historically
high.  Price  and other competitive intensity has continued.  The
Company   does  not  believe  grain  prices  will   remain   high
permanently but does believe that competitive conditions  in  the
industry  will  remain  intense for the foreseeable  future.  The
Animal  Health  Division is presently reevaluating  its  business
structure   and   practices  to  address  the  current   industry
conditions.  The  result of the evaluation  may  be  programs  to
reduce costs which may result in additional charges prior to year
end.

European Operations

      The  fluctuations  of  European currencies  have  and  will
continue  to  impact  the  Company's  European  operations  which
comprised  approximately  40%  of  revenues  in  the  year  ended
December  31, 1995.  In addition, many European governments  have
enacted  or  are in the process of enacting mechanisms  aimed  at
lowering the cost of pharmaceuticals.  Currency fluctuations  and
governmental actions to reduce or not allow increases  of  prices
have affected revenue. The Company cannot predict future currency
fluctuations  or  future governmental pricing  actions  or  their
impact on the Company's results.

Fourth Quarter 1996

      The  factors which have negatively affected results in 1996
and  the  possibility  of additional management  actions  in  the
fourth quarter of 1996 may result in a breakeven or a loss.

Financial Condition

      Working  capital at September 30, 1996 was  $104.9  million
compared  to  $113.6 million at December 31,  1995.  The  current
ratio was 1.67:1 at September 30, 1996 compared to 1.67:1 at year
end.   Long-term  debt  to stockholders'  equity  was  1.06:1  at
September 30, 1996 compared to 1.07:1 at December 31, 1995.

      All  balance  sheet captions decreased as of September  30,
1996  compared  to  December 31, 1995  in  U.S.  Dollars  as  the
functional   currencies  of  the  Company's   principal   foreign
subsidiaries, the NOK and DKK, depreciated versus the U.S. Dollar
in   the  nine  months  of  1996  by  approximately  3%  and  5%,
respectively.  The decreases do impact to some degree  the  above
mentioned  ratios.  The  approximate  decrease  due  to  currency
translation  of  selected captions was: accounts receivable  $2.3
million,  inventories $2.1 million, accounts payable and  accrued
expenses  $1.6  million,  and  total  stockholders'  equity  $5.0
million.   Additionally,  the  accounts  receivable  balance   at
September 30, 1996 was $118.4 million compared to $132.2  million
at  December  31, 1995. The reduction reflects the collection  of
year end receivables which were higher due to higher sales in the
third  and  fourth quarters of 1995. The third  quarter  of  1996
revenue decline of 9.9% and the increase of $2.0 million  in  the
reserve  for  bad debts for the bankruptcy of a major  wholesaler
also  contributed  to  the  decline  of  accounts  receivable  at
September 30, 1996.

_______________

Statements  made  in this Form 10Q, including those  relating  to
consideration of certain management actions intended  to  improve
the Company's long term profitability and expectations for fourth
quarter results, 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.  Among
other  things, expectations for the 1996 fourth quarter discussed
in  Item  2  are not actual results and are based on  assumptions
which   management  believes  to  be  reasonable  at  this  time,
including   assumptions  concerning  the  price  and  number   of
competitors  for Alpharma's products and the volume  and  product
mix  of  sales. 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 10Q for the quarter ended June 30,  1996  and
its Form 10K for the year ended December 31, 1995.

                  PART II.  OTHER INFORMATION



Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

      11.  Computation of Earnings per Common Share for the three
and nine months ended September 30, 1996 and 1995.

(b)  Reports on Form 8-K - None.




                           SIGNATURES


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

                              Alpharma Inc.
                              (Registrant)




Date:  November 13, 1996      /s/ Jeffrey E. Smith___
                              Jeffrey E. Smith
                              Vice President,
                              and Chief Financial Officer