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December 31, 1995

Mr. David Cohen
1 Chamberlain Court
Pomona,  NY 10970

Dear David:

Since the 1994 Combination Transaction resulted in a new
operational structure to ALPHARMA INC. (the "Company"), as well
as in your appointment as President of the Animal Health Division
("AHD") and Vice-President of the Company, I wanted to send you
this letter clarifying the material terms of your present
position with the Company.  This position, as you know, is
headquartered in Fort Lee, New Jersey and reports directly to me.
The material terms of this position are as follows:

     1. Your base salary for 1996 is $290,000.  Your base salary
     will be reviewed for adjustment as of January 1 of each
     year.
     
     2. You will be considered for an annual cash bonus each
     year.  In your position, you are eligible for a bonus (the
     amount of which shall be based on a percentage of your base
     salary as established in the Company's bonus policy, as such
     policy may be amended from time to time) based on the
     overall performance of the Company, the performance of AHD,
     and your individual performance and contribution.
     
     3. You will continue to be eligible to receive stock options
     under the  terms of the Company's Stock Option Plan.  Under
     the present provisions of the Plan,  (a) options granted
     become exercisable at 25% of the total granted, one, two,
     three and four years from grant; (b) the  purchase price is
     the market price at the date of grant; (c) options expire
     ten years after grant and are normally granted in the spring
     of each year, based on the performance of your respective
     division, the overall performance of the Company and your
     individual performance and contribution.
     
     4. You will receive a taxable cash automobile allowance of
     $15,418 per year.  In addition, the Company will reimburse
     you for insurance for your automobile and for maintenance of
     up to $2000 per year.
     
     5. You will be entitled to vacation pursuant to the
     Company's vacation policy.
     
     6. You will receive a taxable annual $3000 allowance for tax
     and/or financial planning and tax return preparation.
     
     7. You understand that your employment is at will.  If your
     services are terminated because of a change in top
     management, the Company or your division being acquired or
     reorganized, or for any other reasons other than cause, you
     will be paid twelve month's base salary with fringe benefits
     in a manner best suited for the Company.  In the event that
     you do not have another senior executive position after the
     twelve month period immediately following the date of your
     termination, the Company will pay you your base salary with
     fringe benefits until you take another senior executive
     position for up to an additional six months thereafter.
     
     8. Additionally, you will continue to participate in all
     programs established for employees of the Company,
     including:
     
          (a) Life insurance for three times your annual salary
          with the premium paid by the Company.
          
          (b) A disability program that pays sixty percent of
          your annual salary integrated with social security
          until age seventy.  The premium is paid by the Company.

          (c) The ALPHARMA INC. Pension Plan (currently
          covering the first $150,000 of base salary) as
          well as the ALPHARMA INC. Supplemental Pension
          Plan (currently covering base salary amounts above
          $150,000 up to a cap of $235,000) fully paid by
          the Company.
          
          (d) A Stock Purchase Plan in which employees can elect
          up to four percent of salary for the purchase ALPHARMA
          stock.  The Company will match 25% of the
          employee's contribution.
          
          (e) A group health and medical plan for which the
          employee pays $11.54 for single coverage, $27.69 for
          family coverage, for each two-week period. The
          remainder of the premium is paid by the Company.
          
          (f) A Savings Plan to which the employee can save
          either on a pre and/or post tax basis and contribute up
          to 15% of base pay.  The Company provides a service-
          weighted match on the first 6% of employee
          contributions.

I would appreciate your acknowledgment of the terms herein by
signing both copies of this letter where indicated and return one
original signed document to Beth P. Hecht, Corporate Counsel.

Sincerely,



Einar W. Sissener
Chief Executive Officer and
Chairman of the Board of Directors


               Agreed and Accepted:
               
               __________________________
               David E. Cohen
               
               Date:____________