July 1, 1999



Mr. Einar W. Sissener
Alpharma A.S.
Harbitzalleen 3
Postboks 158 Skoyen
N-0212 Oslo 2 Norway

Dear Einar:

This letter agreement will delineate the material terms of your
compensation arrangements with Alpharma Inc. ("AL") and its
subsidiaries (together, the "Worldwide Group") which will become
effective July 1, 1999 and shall continue in effect as provided
herein.  In accordance with the recommendation by the
Compensation Committee and approval by the Board of Directors of
AL at its June 10, 1999 meeting, your compensation arrangements
are as follows:

     1.   While you serve as Chairman of AL you will receive an
          annual fee of $150,000.  This fee will also cover your
          services as Chairman of Alpharma U.S., Inc. ("AL-US"),
          as Chairman of the Office of the Chief Executive of AL,
          as a director of Alpharma A.S. ("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.  In
          addition, you will be eligible for a bonus in such
          amount as the Compensation Committee may recommend so
          long as you provide services as chairman of the Office
          of the Chief Executive.

     2.   Such annual fee shall be paid in $U.S. by AL in
          approximately equal monthly installments.  Your annual
          fee will be reviewed annually by the Compensation
          Committee for adjustment, subject to Board approval, as
          of July 1, 2000 and each subsequent year.

     3.   Although your residence is in Norway, you will be
          expected to be personally present at the corporate
          offices in Fort Lee and elsewhere in the United States
          from time to time as required to perform your
          responsibilities (including consulting services
          provided under Section 6 below).  Accordingly, AL
          agrees to provide appropriate accommodations and
          transportation for you when you are in the New York
          metropolitan area and to reimburse you for other
          reasonable travel expenses incurred in carrying out
          your responsibilities in the United States.  It is
          understood that the Company will continue to provide
          your current apartment in New York City and Company
          provided car through at least 1999 and that you will
          have the opportunity to purchase at appraised value the
          Company-provided car currently made available to you.
          All travel expenses will be reimbursed by the
          appropriate company in the Worldwide Group in
          accordance with normal corporate policies applicable to
          senior executive officers.  In Norway, you will receive
          the use of an automobile in accordance with existing
          policy.  AL agrees to provide you with assistance with
          your tax and/or financial planning and tax return
          preparation.

     4.   You will be entitled to all benefits available under
          applicable plans and policies in Norway arising from
          your retirement from employment by AL-Oslo and, in
          addition, will be entitled to receive from AL-Oslo an
          amount (estimated at 344,000 NOK) which, when added to
          amounts you are entitled to receive under Norwegian
          Social Security, the AL-Oslo pension plan and your
          individual retirement benefits equals 900,000 NOK.

     5.   You will not participate in the retirement or savings
          plans or other benefits provided by AL or AL-US
          primarily for employees of AL or AL-US and certain
          subsidiaries of AL-US, other than (i) those described
          above in this letter agreement, (ii) the Stock Purchase
          Plan and the Deferred Compensation Plan (at your
          election), and (iii) as otherwise specifically approved
          by the Compensation Committee.

     6.   For ten years (the "Consulting Period") commencing July
          1, 1999 you agree to provide consulting services to
          management of AL in consideration of monthly payments
          to you of $12,000 (subject to adjustment as provided
          below), plus payment of your reasonable expenses
          incurred in performing such services.  The monthly
          amount specified in the prior sentence shall be
          adjusted as of each July (beginning with the July 2000
          payment) by multiplying $12,000.00 by the result
          derived by dividing (i) the Consumer Price Index - all
          Metropolitan Areas (or most similar index then
          published) published under authority of the United
          States government ("CPI") for the December preceding
          such June by (ii) the CPI for December 1999.  Such
          consulting services (which shall not include services
          referred to in paragraph 1 above) shall be provided at
          mutually agreeable times and places as reasonably
          requested by management of AL provided that you shall
          not be required to provide such services on more than
          five days in any one month and further provided that
          you shall not be required to provide consulting
          services hereunder during any period of disability.
          Payment of the consulting fees to you under this
          paragraph 6 shall be in addition to and shall not limit
          or affect the receipt by you during the Consulting
          Period of fees for services as Chairman of the Board or
          as a director of AL or any other company in the
          Worldwide Group or any payment (including those
          referred to herein) to which you are entitled under any
          retirement, pension, savings or other benefit plan of
          AL-Oslo or any other company in the Worldwide Group.

     7.   This letter agreement supersedes and replaces the
          letter agreement dated March 14, 1996.

If the foregoing accurately reflects your compensation
arrangements 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


The foregoing accurately reflects
my understanding:


____________________________   Date:______________
Einar W. Sissener