SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                               FORM 10 - K

        Annual Report Pursuant to Section 13 or 15 (d) of
               the Securities Exchange Act of 1934

      For the fiscal year ended               Commission File No.
1-8593
     December 31, 1997
                          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)

Securities registered pursuant to Section 12(b) of the Act:

                                         Name of each Exchange on
      Title of each Class                       which Registered

      Class  A  Common Stock,             New  York  Stock Exchange
        $.20 par value

      Warrants  to  Purchase Shares      New  York  Stock Exchange
        of Class A Common Stock

Securities  registered pursuant to Section 12  (g)  of  the  Act:
None

Indicate  by check mark whether the Registrant (1) has filed  all
reports  to  be  filed by Section 13 or 15(d) of  the  Securities
Exchange Act of 1934 during the preceding twelve months  (or  for
such shorter period that the Registrant was required to file such
reports),  and  (2) has been subject to such filing  requirements
for the past 90 days.  YES  X    NO     .

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.  (    )

The  aggregate market value of the voting stock of the Registrant
(Class  A  Common Stock, $.20 par value) as of March 2, 1998  was
$371,482,000.

The  number  of  shares outstanding of each of  the  Registrant's
classes of common stock as of March 2, 1998 was:

  Class A Common Stock, $.20 par value - 15,848,187 shares;
  Class B Common Stock, $.20 par value -  9,500,000 shares.

              DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement relating to the Annual Meeting of
Shareholders  to  be  held  on May 8, 1998  are  incorporated  by
reference   into  Part  III  of  this  report.   Other  documents
incorporated by reference are listed in the Exhibit index.
                             PART I

Item 1.   Business

GENERAL

Formation

       Alpharma   Inc.   (the  "Company")  is   a   multinational
pharmaceutical  company that develops, manufactures  and  markets
specialty generic and proprietary human pharmaceutical and animal
health products.

      The  Company was originally organized in 1975 as a  wholly-
owned  subsidiary of Apothekernes Laboratorium A.S,  a  Norwegian
health  care company established in 1903. The Company's  Class  A
Common  Stock is listed on the New York Stock Exchange under  the
trading symbol "ALO".

     The Company has grown significantly since it became publicly
held  in  1984; it now operates in more than 50 countries  around
the  world.   The  Company relies on its own employees  to  serve
customers  at 33 sites in 21 countries.  At its other  locations,
the Company does business through independent contractors.

A.L. Industrier

       A.L.   Industrier   (formally  Apothekernes   Laboratorium
A.S.)beneficially  owns  all of the  outstanding  shares  of  the
Company's  Class B Common Stock, or 37.5% of the Company's  total
common  stock  outstanding at December 31,  1997.   The  Class  B
Common Stock bears the right to elect more than a majority of the
Company's Board of Directors and to cast a majority of the  votes
in  any  vote  of the Company's stockholders.  As a result,  A.L.
Industrier can control the Company.


Acquisition of Complementary Business and Related Transactions

      The  Combination Transaction: In October,1994, the  Company
completed a transaction (the "Combination Transaction") in  which
the  Company acquired the pharmaceutical, bulk antibiotic, animal
health  and  aquatic  animal  health businesses  of  Apothekernes
Laboratorium A.S.

     Immediately after the Combination Transaction was completed,
the   Company  reorganized  into  two  business  segments:  Human
Pharmaceuticals and Animal Health.

     Human Pharmaceuticals comprises three operating divisions:

         U.S. Pharmaceuticals, which is referred to as the "USPD."
         International Pharmaceuticals, which is referred to as the
       "IPD"
         Fine Chemicals, which is referred to as the "FCD."

     The Animal Health segment comprises two operating divisions:

     Animal Health, which is referred to as the "AHD."
    Aquatic Animal Health, which is referred to as the "AAHD."
     
      The  Stock  Purchase  Warrants:   In  connection  with  the
Combination  Transaction the Company issued warrants which  allow
the holders to purchase 3,819,600 of the Company's Class A Common
stock  at  an exercise price of $20.69 and expire on  January  3,
1999.  The  Company registered approximately 68% of the  warrants
(those  not  issued to E.W. Sissener, the CEO of the Company  and
certain   related  parties)  with  the  Securities  and  Exchange
Commission.  In  addition, the Company listed  all  warrants  and
shares to be issued upon the exercise of the warrants for trading
and quotation on the New York Stock Exchange.


The Rights Offering and Related Purchase of B Shares

      In  February 1997, the Board of Directors(a)entered into  a
subscription   agreement  pursuant  to  which   A.L.   Industrier
irrevocably  committed to purchase (and has purchased)  1,273,348
new  shares  of Class B Common Stock at 16.34 per share  and  (b)
approved   a  distribution  to  the  Company's  Class  A   Common
shareholders  of  special  rights  (the  "Rights")  to   purchase
additional  shares of Class A Common Stock for $16.34 per  share.
The  Rights  were  registered with the  Securities  and  Exchange
Commission  and  distributed  to  the  Class  A  shareholders  in
September  1997.  Each Right entitled the holder to  acquire  one
share  of  new Class A Common Stock for every six shares  already
owned  -  a  ratio  designed to enable Class  A  shareholders  to
maintain  their  respective  ownership  percentages  after   A.L.
Industrier purchased its 1,273,438 new shares of Class  B  Common
Stock.  Before the Rights expired on November 25, 1997, over  97%
were exercised, resulting in the issuance of 2,201,837 new shares
of Class A Common Stock.


Forward-Looking Statements

     This annual report contains "forward-looking statements," or
statements that are based on current expectations, estimates, and
projections  rather  than historical facts.  The  Company  offers
forward-looking  statements  in  reliance  on  the  safe   harbor
provisions  of  the Private Securities Litigation Reform  Act  of
1995.   Forward-looking statements may prove,  in  hindsight,  to
have been inaccurate because of risks and uncertainties that  are
difficult  to predict.  Many of the risks and uncertainties  that
the  Company faces are included under the caption "Risk  Factors"
in  "Item  7.  Management's Discussion and Analysis of  Financial
Condition and Results of Operations."


Financial Information About Industry Segments

        The   Company's   two   business   segments   are   Human
Pharmaceuticals and Animal Health.  The table that follows  shows
how  much  each of these segments and their respective  operating
divisions contributed to revenues in the past three years.

                                 1997     1996      1995

          Human Pharmaceuticals
            USPD                 31%       31%       33%
            IPD                  27%       29%       28%
            FCD                   7%        7%        8%
                                 65%      67%        69%

          Animal Health
            AHD                  32%      30%        29%
            AAHD                 3%        3%         2%
                                 35%       33%       31%

         Total Revenues         100%      100%      100%


       For   additional  financial  information  concerning   the
Company's  business  segments see Note 20 of  the  Notes  to  the
Consolidated  Financial Statements included in  Item  8  of  this
Report.
NARRATIVE DESCRIPTION OF BUSINESS

                      HUMAN PHARMACEUTICALS

      The human pharmaceuticals segment is comprised of three  of
the five operating divisions of the Company, namely the USPD, IPD
and  FCD.  Each of these divisions is managed by a single  senior
management team.
                                

U.S. Pharmaceuticals Division (the "USPD")

      Overview:   The  USPD develops, manufactures,  and  markets
specialty  generic  prescription  and  over-the-counter   ("OTC")
pharmaceuticals for human use.

      Generic  pharmaceuticals are the chemical  and  therapeutic
equivalents   of   brand-name  drugs.  Although  typically   less
expensive,  they  are  required to  meet  the  same  governmental
standards as brand-name drugs and most must receive approval from
the  U.S.  Food  and  Drug  Administration  ("USFDA")  prior   to
manufacture and sale.  A manufacturer cannot produce or market  a
generic  pharmaceutical  until  all  relevant  patents  (and  any
additional   government-mandated  market   exclusivity   periods)
covering the original brand-name product have expired.

     Sales of generic pharmaceuticals have continued to increase.
The Company has identified four reasons for this trend:

         laws permitting and/or requiring pharmacists to substitute
       generics for brand-name drugs;
    
     pressure  from managed care and third party payors  to
       encourage health care providers and consumers to contain costs;

       increased  acceptance of generic drugs by  physicians,
       pharmacists, and consumers; and

 an increase in the number of formerly patented drugs which
have become available to off-patent competition.

(See  "Regulation"  and  "Risk  Factors  -  Competition"  for   a
discussion  of  certain recent trends and factors  affecting  the
generic drug industry.)

     Product   Lines:  The  USPD  (excluding  its   telemarketing
operation) manufactures and/or markets approximately 170  generic
products,  primarily in liquid, cream, ointment  and  suppository
dosage  forms.  Each  product  represents  a  different  chemical
entity. These products are sold in over 300 product presentations
under the "Alpharma", "Barre" or "NMC" labels and private labels.
Since January 1997, the USPD has received approvals from the  FDA
to  manufacture and market six additional pharmaceutical products
and tentative approvals for two products.


     Liquid  Pharmaceuticals:  The  USPD  is  the  leading   U.S.
     manufacturer  of generic pharmaceutical products  in  liquid
     form  with  approximately 110 products. The  experience  and
     technical  know-how  of  the USPD enables  it  to  formulate
     therapeutic equivalent drugs in liquid forms and  to  refine
     product  characteristics such as taste, texture,  appearance
     and fragrance.


     Cough and cold remedies constitute a significant portion  of
     the USPD's liquid pharmaceuticals business. This business is
     seasonal  in nature, and sales volume is higher in the  fall
     and winter months and is affected, from year to year, by the
     incidence of colds, respiratory diseases, and influenza.

     Creams,   Lotions  and  Ointments:   The  USPD  manufactures
     approximately  50  cream, lotion and ointment  products  for
     topical  use.   Most of these creams, lotions and  ointments
     are sold only by prescription.

     Suppositories,   Aerosols   and  Other   Specialty   Generic
     Products.   The  USPD  also  manufactures  five  suppository
     products   and  markets  certain  other  specialty   generic
     products, including two aerosols and two nebulizer products.

      In  addition,  in 1997, the USPD entered into  third  party
alliances  to  market  certain USPD products  under  third  party
brands  and  other  USPD products in unit dose package  sizes.  A
single  product is presently being sold by each of these ventures
with the intent to add additional products as appropriate.

       See  "Legal  Proceedings"  for  a  discussion  of  certain
litigation relating to a USPD product and "Environmental Matters"
for a discussion of an administrative proceeding involving a USPD
product.


      Facilities: The USPD maintains two manufacturing facilities
for   its   U.S.   pharmaceutical  operations,  a  research   and
development center, two telemarketing facilities and an automated
central  distribution  center.  The USPD's largest  manufacturing
facility  is  located in Baltimore, Maryland and is  designed  to
manufacture  high volumes of liquid pharmaceuticals.  The  USPD's
facility  in  Lincolnton,  North  Carolina  manufactures  creams,
ointments  and  suppositories.  Pursuant to the  USPD's  plan  to
reduce  manufacturing  costs and improve efficiencies,  the  USPD
closed  two facilities in New York and New Jersey and transferred
the  operations conducted at those facilities to its facility  in
Lincolnton.   The  Company  expects  the  Lincolnton   facility's
production  to increase and become more efficient as it  realigns
production capacity in accordance with the accelerated production
consolidation plan announced in May 1996.

      Competition:  Although the USPD is a market leader  in  the
U.S.  in  the  manufacture  and marketing  of  specialty  generic
pharmaceuticals, it operates in a highly competitive market.  The
USPD  competes  with other companies that specialize  in  generic
products   and   with  the  generic  drug  divisions   of   major
international branded drug companies and encounters market  entry
resistance from branded drug manufacturers. (see "Risk Factors  -
Competition").

      Geographical Markets: The USPD sells substantially  all  of
its products in the United States.

     Sales and Distribution: The USPD maintains a sales force  of
ten   sales  professionals  to  market  the  U.S.  Pharmaceutical
Division's  products.   The  USPD supplements  its  sales  effort
through  its  use  of selected independent sales representatives.
In  addition, the USPD's advanced telemarketing operation,  which
employs  75  sales  personnel, markets and  distributes  products
manufactured by third parties and, to a limited extent, the USPD.
The   USPD  plans  to  increase  the  use  of  its  telemarketing
operations  for the sale of its own products and intends  to  add
approximately 50 sales personnel for this expanded activity. This
business also provides certain custom marketing services, such as
order  processing,  and distribution, to the  pharmaceutical  and
certain other industries.


      Customers:  The USPD has historically sold its products  to
pharmaceutical wholesalers, distributors, mass merchandising  and
retail  chains, and to a lesser extent, grocery stores, hospitals
and  managed care providers. In response to the general trend  of
consolidation  among pharmaceutical customers and greater  amount
of  products  sold through wholesalers, the USPD  is  placing  an
increased  emphasis on marketing its product directly to  managed
care  organizations,  purchasing groups, mass  merchandisers  and
chain drug stores to gain market share and enhance margins.  (see
"Regulation" and "Risk Factors - Competition").


International Pharmaceuticals Division ("IPD")

      Overview:  The IPD develops, manufactures,  and  markets  a
broad range of pharmaceuticals for human use.


      Product  Lines:  The  IPD  manufactures  approximately  170
products   which   are   sold   in  approximately   450   product
presentations  including  tablets,  ointments,  creams,  liquids,
suppositories and injectable dosage forms.

      Prescription Pharmaceuticals: The IPD has a broad range  of
products  with a concentration on prescription drug  antibiotics,
analgesics/antirheumatics, psychotropics, cardiovascular and oral
health  care products.  The predominant number of these  products
are sold on a generic basis.

      OTC  Products:  The  IPD also has  a  broad  range  of  OTC
products, such as those for skin care, gastrointestinal care  and
pain  relief,  and including such products as vitamins,  fluoride
tablets, adhesive bandages and surgical tapes. Substantially  all
of these products are sold on a branded basis.


           Facilities:   The  IPD  maintains  four  manufacturing
facilities  all  of which also house administrative  offices  and
warehouse  space.  The IPD's plant in Lier, Norway, completed  in
1992,   includes  many  technologically  advanced   manufacturing
applications and manufactures the Division's tablet,  liquid  and
ointment  products.   The  IPD's plant  in  Copenhagen,  Denmark,
which  it shares with the FCD, manufactures sterile products.  In
addition  to  the Copenhagen and Lier facilities,  the  IPD  also
operates  plants in Vennesla, Norway, for bandages  and  surgical
tape  products,  and  Jakarta, Indonesia, for tablets,  ointments
and  liquids.  The Jakarta plant has received regulatory approval
to export certain products to Europe.
     
     In   1996   and  1997,  the  IPD  implemented  a  production
rationalization plan which included the transfer of  all  tablet,
ointment  and liquid production from Copenhagen to Lier  and  the
transfer  of  all sterile production to the Copenhagen  facility.
It  is  expected that the transfer of production and the  receipt
of  required regulatory approval for manufacturing at  Lier  will
be  substantially completed in 1998.  There can be  no  assurance
that  the IPD will receive such approvals in a timely manner.  In
addition   to   increasing  available  capacity,  the   IPD   has
recognized,  and  expects  to  recognize  further,  manufacturing
efficiencies from this reorganization, including the  anticipated
ability  to  produce the transferred products with  approximately
one-third of the employees.

          Competition:  The pharmaceutical business in each  area
where  the IPD operates is highly competitive. Many of the  IPD's
competitors are substantially larger and have greater  financial,
technical, and marketing resources than IPD.  Most of  the  IPD's
pharmaceutical  products compete with one or more other  products
that   contain  the  same  active  ingredient.   In  the   Nordic
countries in recent years, sales of generic pharmaceuticals  have
been  increasing relative to sales of branded or patent protected
pharmaceuticals.   Generics  are  gaining  market  share  because
governments  are attempting to reduce pharmaceutical expenses  by
enacting  regulations  that  promote generic  pharmaceuticals  in
lieu of original formulations.  However, this increased focus  on
the  regulation  of pharmaceutical prices may lead  to  increased
competition  and  price pressure for suppliers of  all  types  of
pharmaceuticals, including branded generics.(See "Risk Factors  -
Government  Regulations  Affecting  the  Company").   The   IPD's
pharmaceutical   products  have  also  been  encountering   price
pressures  from  "parallel imports". (i.e. imports  of  identical
products  from  lower priced markets) under  the  European  Union
("EU")laws  of  free  movement of goods.  (See  "Risk  Factors  -
Generic Pharmaceutical Industry").


      Geographic Markets: The principal geographical markets  for
the  IPD's dosage-form pharmaceutical products are the Nordic and
other Western European countries, Indonesia, and the Middle East.

     Sales and Distribution and Customers: Generic products  have
been   predominantly  marketed  under  brand   names,   but   are
increasingly  marketed  under  generic  names.   Over-the-counter
products   are   typically  marketed  under  brand   names   with
concentration on skin care, cavities prevention, pain relief  and
vitamins.   The  IPD  employs  a  specialized  sales   force   of
approximately  350  persons, 150 of whom are in  Indonesia,  that
markets  and  promotes products to doctors, dentists,  hospitals,
pharmacies,   and  consumers.   In  each  of  its   international
markets,   the   IPD   uses   wholesalers   to   distribute   its
pharmaceutical products.

Fine Chemicals Division ("FCD")

          Overview:  The FCD develops, manufactures  and  markets
bulk  specialty  antibiotics to the pharmaceutical  industry  for
use  in finished dose products sold in more than 50 countries and
benefits  from  decades of experience in the use and  development
of  fermentation and purification technology. The  FCD  develops,
manufactures and sells active ingredients in bulk quantities  for
use in human pharmaceuticals produced by third parties and, to  a
limited   extent,   the   Company.   In   addition,   the   FCD's
fermentation expertise in the production of bulk antibiotics  has
a   direct  technological  application  to  the  manufacture   of
products of the Company's animal health segment.


     Product Lines: The products of the FCD constitute the active
substances  in  certain  pharmaceuticals  for  the  treatment  of
certain  skin, throat, intestinal and systemic infections.  These
products include:
        Bacitracin,  Zinc Bacitracin and Polymyxin,  the  most
       significant products for the FCD, as to which the Company is the
       world's largest manufacturer and supplier.
    Vancomycin, Amphotericin B and Colistin for use systemically
and in specialized topical and surgical human applications.
    Other well-established bulk antibiotics, such as Gramicidin
and Tyrothricin, which are contract manufactured for the division
by a Danish company.

     In  November,  1997  the  Company purchased  the  Polymyxin
business  of  Cultor  Food  Science,  Inc.  The  sale  to  former
customers  of  Cultor,  will  be  undertaken  by  FCD's   present
marketing   staff  with  product  supplied  from   its   existing
Copenhagen manufacturing facility.


      Facilities:  The FCD manufactures its products in plants in
Oslo,  Norway (which it shares with AHD) and Copenhagen,  Denmark
(which it shares with IPD).  Both plants include fermentation and
specialized recovery and purification equipment.  Both facilities
have  been approved as a manufacturer of certain sterile and non-
sterile  bulk antibiotics by  USFDA and by the health authorities
of  European  countries.  During  1997,  in  connection  with  an
expansion  of  production  capacity at the  Copenhagen  facility,
USFDA  approved  the  facility  for Vancomycin  manufacture.  See
"Environmental"  for  a  discussion of an  administrative  action
related to the Oslo facility.


     Competition:   The  bulk  antibiotic  industry   is   highly
competitive  and includes a large number of companies  which  are
larger than the Company.  Sales are made to relatively few  large
customers  with  prices  and quality  as  the  determining  sales
factors. In the Company's opinion its fermentation expertise  and
established  reputation provide it with a  competitive  advantage
in these antibiotic products.
     

      Geographical Markets and Sales and Distribution: U.S. sales
of  FCD  represent  approximately 50% of the revenue  from  these
products  with significant additional sales in Europe,  Asia  and
Latin  America.  The FCD distributes and sells its fine  chemical
products in the U.S. using its sales force of four professionals.
Sales  outside the U.S. are primarily through the  use  of  local
agents and distributors.
                                

                          ANIMAL HEALTH

     The Animal Health segment is comprised of two operating
divisions of the Company, namely the AHD and the AAHD.  Each of
these divisions is managed by a single senior management team.

Animal Health Division ("AHD")

      Overview:       The AHD develops, manufactures and  markets
feed additives and animal health products for animals raised  for
commercial food production worldwide.

      Product  Lines: The AHD's principal animal health  products
are:  (i) BMDT, a feed additive, which is used to promote  growth
and  feed efficiency and prevent or treat diseases in poultry and
swine;  (ii)  AlbacT,  a  feed additive for  poultry,  swine  and
calves;(iii)  other  feed additives which are  commonly  used  in
combination   or   sequentially  with  BMD  including   3-Nitror,
Histostatr,   Zoamixr,   anticoccidials,  and   chlortetracycline
("CTC"),  a feed grade antibiotic; (iv) Deccoxr cattle  and  calf
feed  additives and(v) Vitamin D3, and other feed additives which
are  used  for  poultry  and swine. Based upon  its  fermentation
experience   and  a strong marketing presence,  the  AHD  is  the
market  leader  in  the manufacture and sale of  bacitracin-based
feed  additives marketed under the brand names AlbacT  and  BMDT.
In  addition,  the  Company believes that it  has  a  significant
market share in several other feed additives including those sold
under the Company's 3-Nitro brands.

     In  September 1997, the AHD acquired the Deccox  brand  name
and  certain related assets from Rhone-Poulenc's Animal Nutrition
Division.   Under  the  agreement pursuant to  which  Deccox  was
acquired,   Rhone-Poulenc  will  continue  to  manufacture   this
product for sale by the AHD for a period of 15 years.  Deccox  is
used   to  prevent  and  control  coccidiosis  (a  parasite  that
adversely  affects growth).  The acquisition of the Deccox  brand
has  provided the AHD with its initial entry into the cattle  and
calf  market.   In  addition to Deccox  sales,  this  offers  the
opportunity  to  market  to the cattle industry  several  of  the
AHD's  established  products which have  historically  been  sold
only in the swine and poultry markets.

      Facilities:  With four decades of expertise in fermentation
and manufacturing technologies, the AHD produces its products  in
three state-of-the-art manufacturing facilities.

      The  AHD  produces  BMD  at its Chicago  Heights,  Illinois
facility,  which  includes  a modern  fermentation  and  recovery
plant.  The  Albac product is manufactured at the  Oslo  facility
shared  with  FCD.  CTC is purchased from foreign  suppliers  and
blended domestically at the AHD facility in Lowell, Arkansas  and
at  independent blending facilities. The 3-Nitro product line  is
manufactured  in accordance with a ten year agreement  using  AHD
technology  at  an  unrelated company's  facility.  The  contract
requires the AHD to purchase minimum yearly quantities on a  cost
plus  basis.  Blending of 3-Nitro is done  at  the  AHD's  Lowell
plant.


      See  "Environmental" for a discussion of an  administrative
action related to the Oslo facility.

       Competition:   The  animal  health  industry   is   highly
competitive and includes a large number of companies with greater
financial,  technical, and marketing resources than the  Company.
These  companies  offer  a wide range of  products  with  various
therapeutic  and  growth  stimulating  qualities.   Due  to   the
Company's strong market position in antibiotic feed additives and
its   experience  in  obtaining  requisite  FDA   approvals   for
combination   therapies,  the  Company  believes  it   enjoys   a
competitive advantage in commercializing FDA-approved combination
animal feed additives.

      Management  believes that features of BMD  and  Albac  have
enhanced  the  AHD's competitive position in  the  animal  health
business.   Generally, the USFDA does not permit  animals  to  be
sold  for  food  production unless their feed has  been  free  of
additives that are absorbed into animal tissue for at least a  14
day period of time required by USFDA rules. BMD and Albac are not
absorbed  into animal tissue, and therefore need not be withdrawn
from  feed  prior  to  the marketing of the  food  animals.  This
attribute  of BMD and Albac allows producers to avoid the  burden
of  removing these additives from feed in order to meet the USFDA
requirement. Certain tests have also shown that BMD and Albac  do
not  tend  to produce resistance in bacteria, which is a negative
characteristic  of some competitive products. See "Risk  Factors-
Governmental  Actions Affecting the Company" for a     discussion
of potential legislative action with respect to feed additives.


      Geographic Markets: The AHD presently sells a major portion
of  its  products  in  the U.S. and Europe.   However,  with  the
opening  of sales offices in Canada, Latin America, and  the  Far
East,  the  AHD  has expanded its international sales  and  plans
further growth in the future.


     Sales and Distribution: Sales of the AHD's products in the
U.S., Canada and Mexico are sold through a staff of 37
technically trained sales and technical service employees and
distributors located throughout the U.S. Sales of the AHD's
products outside North America are made primarily through the use
of distributors and sales companies. The AHD has sales offices in
Canada, Mexico, Singapore and the People's Republic of China and
in 1997 added sales offices in Brazil and France.  The AHD
anticipates establishing additional foreign sales offices.
     
     Customers:  Sales are made principally to commercial animal
feed manufacturers and integrated swine and poultry producers.
Although the AHD is not dependent on any one customer, the
customer base for animal health products is in a consolidation
phase.  Therefore, as consolidation continues, the AHD could
become more dependent on certain individual customers as such
customers increase their size and market share.


Aquatic Animal Health Division ("AAHD")

      Overview:  The  Company believes AAHD is a  leader  in  the
development,  manufacture and marketing of vaccines  for  use  in
immunizing farmed fish against disease. The Company believes AAHD
has  been,  and expects to continue as, a leading innovator  with
respect  to  the research and development of vaccines  to  combat
newly developing forms of aquatic disease.

      The  AAHD's  vaccines for fish are used by  fish  farms  to
control   disease   in  densely  populated,   artificial   growth
environments.  The Company believes that the market for  vaccines
will continue to grow along with the growth of fish farms as  the
worldwide demand for fish continues to increase beyond  what  can
be supplied from the natural fish habitat.


       Product  Lines:  The  AAHD  is  the  leading  supplier  of
injectable vaccines for farm raised salmon.  In addition the AAHD
is a pioneer in the development of injectable vaccines for trout,
sea  bass,  catfish, yellow tail and other commercially important
farm species.

      Facilities: The AAHD manufactures approximately  two-thirds
of  its  fish  vaccine products at its manufacturing facility  in
Bellevue, Washington with the remaining one-third manufactured at
AAHD's  Overhalla, Norway facility.  A contract  manufacturer  in
Germany  provides  certain raw materials for vaccine  production.
The  AAHD  is  in  the  process of obtaining required  regulatory
approval  at its facility in Overhalla, Norway for the production
of   fish  vaccines  presently  manufactured  in  Bellevue.   See
"Regulation"  for  a  discussion of  certain  regulatory  actions
relating to the Bellevue facility.

      Competition:  The Company has very few competitors  in  the
aquatic animal health industry.  However, the industry is subject
to  rapid  technological change. Competitors  could  develop  new
techniques  and  products that would render the  AAHD's  products
obsolete  if  the  division  was  unable  to  quickly  match  the
improvements.

      Geographical Market: The AAHD sells its products in Norway,
the  United  Kingdom,  Canada and the United  States.   In  1997,
approximately 62% of the revenues of the AAHD were generated from
the Norwegian market.

      Sales  and Distribution: The AAHD sells its aquatic  animal
health products through its own technically oriented sales  staff
of  twelve  people  in Norway and the United  States.   In  other
markets, the AAHD operates through distributors.  The AAHD  sells
its  products  to  fish  farms, usually under  a  contract  which
extends  for  at least one growing season.  There are  relatively
few customers for the AAHD's products.


INFORMATION APPLICABLE TO ALL BUSINESS SEGMENTS

Research, Product Development and Technical Activities

     Scientific development is important to each of the Company's
business  segments.  The Company's research, product  development
and  technical  activities in the Human  Pharmaceuticals  segment
within   the  U.S.,  Norway  and  Denmark  concentrate   on   the
development   of  generic  equivalents  of  established   branded
products  as well as discovering creative uses of existing  drugs
for  new treatments.  The Company's research, product development
and  technical  activities also focus on  developing  proprietary
drug delivery systems and on improving existing delivery systems,
fermentation   technology   and   packaging   and   manufacturing
techniques.  In view of the substantial funds which are generally
required  to develop new chemical drug entities the Company  does
not anticipate undertaking such activities.

      The  Company's  technical development  activities  for  the
Animal  Health segment involve extensive product development  and
testing  for the primary purpose of establishing clinical support
for  new  products  and  additional uses  for  or  variations  of
existing   products  and  seeking  related  USFDA  and  analogous
governmental approvals.

      Generally,  research and development  are  conducted  on  a
divisional  basis.   The Company conducts its  technical  product
development activities at its facilities in Copenhagen,  Denmark;
Oslo,  Norway;  Baltimore,  Maryland; Bellevue,  Washington;  and
Chicago   Heights,  Illinois,  as  well  as  through  independent
research facilities in the U.S.

      Research and development expenses were approximately  $32.1
million,  $34.3  million, and $32.8 million in  1997,  1996,  and
1995, respectively.

Regulation

       General:  The  research,  development,  manufacturing  and
marketing  of  the  Company's products are subject  to  extensive
government regulation by either the USFDA or the USDA, as well as
by the United States Drug Enforcement Agency (the "DEA"), Federal
Trade  Commission (the "FTC"), Consumer Product Safety Commission
("CSPC"),and  by  comparable  authorities  in  the  EU,   Norway,
Indonesia and other countries.  Although Norway is not  a  member
of  the  EU, it is a  member of the European Economic Association
and,  as  such, has accepted all EU regulations with  respect  to
pharmaceuticals.   Government   regulation   includes    detailed
inspection  of and controls over testing, manufacturing,  safety,
efficacy,    labeling,    storage,    recordkeeping,    approval,
advertising,  promotion, sale and distribution of  pharmaceutical
products.  Noncompliance with applicable requirements can  result
in  civil or criminal fines, recall or seizure of products, total
or   partial   suspension  of  production  and/or   distribution,
debarment  of  individuals  or the  Company  from  obtaining  new
generic drug approvals, refusal of the government to approve  new
products  and  criminal prosecution.  Such government  regulation
substantially    increases   the   cost   of   producing    human
pharmaceutical and animal health products.

      The evolving and complex nature of regulatory requirements,
the  broad  authority and discretion of the USFDA  and  analogous
foreign  agencies,  and the generally high  level  of  regulatory
oversight results in a continuing possibility that from  time  to
time the Company will be adversely affected by regulatory actions
despite  its  ongoing  efforts  and  commitment  to  achieve  and
maintain full compliance with all regulatory requirements.  As  a
result  of  actions  taken  by the  Company  to  respond  to  the
progressively more demanding regulatory environment in  which  it
operates,  the  Company has spent, and will  continue  to  spend,
significant funds and management time on regulatory compliance.


     Product Marketing Authority: In the U.S., the FDA regulatory
procedure  applicable  to  the Company's  generic  pharmaceutical
products  depends on whether the branded drug is: (i)the  subject
of  an  approved  New  Drug Application ("NDA")  which  has  been
reviewed  for  both safety and effectiveness;  or  (ii)  marketed
under an NDA approved for safety only or without an NDA.  If  the
drug  to be offered as a generic version of a branded product  is
the subject of an NDA approved for both safety and effectiveness,
the  generic  product must be the subject of an  Abbreviated  New
Drug  Application  ("ANDA") and be approved  by  USFDA  prior  to
marketing.  Drug products which are generic copies of  the  other
types  of  branded  products may be marketed in  accordance  with
either  an USFDA enforcement policy or the over-the-counter  drug
review  monograph process and currently are not subject  to  ANDA
filings  and  approval  prior to market introduction.  While  the
Company  believes that all of its current pharmaceutical products
are  legally  marketed under the applicable USFDA procedure,  the
Company's  marketing authority is subject to  revocation  by  the
agency.   Certain  of  the Company's animal health  products  are
regulated by the USDA.  All applications for regulatory  approval
of  generic  drug  products  subject to  ANDA  requirements  must
contain  data  relating  to  product  formulation,  raw  material
suppliers,  stability,  manufacturing,  packaging,  labeling  and
quality  control. Those subject to a Waxman-Hatch Act  ANDA  also
must  contain bioequivalency data.  Each product approval  limits
manufacturing  to  a specifically identified site.   Supplemental
filings  for approval to transfer products from one manufacturing
site to another also require review and approval.

       An EU Directive requires that medical products must have a
marketing  authorization before they are placed on the market  in
the  EU.   The  criteria upon which grant of an authorization  is
assessed  are  quality,  safety and  efficacy.  Demonstration  of
safety  and  efficacy in particular requires clinical  trials  on
human  subjects and the conduct of such trials is subject to  the
standards codified in the EU guideline on Good Clinical Practice.
In  addition,  the EU requires that such trials  be  preceded  by
adequate  pharmacological and toxicological tests in animals  and
that  clinical trials should use controls, be carried out  double
blind  and  capable  of statistical analysis  by  using  specific
criteria wherever possible, rather than relying on a large sample
space.   The  working  party  on  the  Committee  of  Proprietary
Medicinal Products has also made various recommendations in  this
area.   Analogous governmental and agency approvals are similarly
required in other countries where the Company conducts business.

       There can be no assurance that new product approvals  will
be  obtained in a timely manner, if ever. Failure to obtain  such
approvals, or to obtain them when expected, could have a material
adverse  effect on the Company's business, results of  operations
and financial condition.

      Facility  Approvals: The Company's manufacturing operations
(in  the U.S. as well as two of the Company's European facilities
that manufacture products for export to the U.S.) are required to
comply  with  Current  Good Manufacturing Practices  ("CGMP")  as
interpreted  by  the USFDA. CGMP encompasses all aspects  of  the
production process, including validation and record keeping,  and
involves   changing   and   evolving   standards.   Consequently,
continuing  compliance with CGMP can be a particularly  difficult
and expensive part of regulatory compliance, especially since the
USFDA  and  certain  other analogous governmental  agencies  have
increased   the  number  of  regular  inspections  to   determine
compliance.   There  are similar regulations in  other  countries
where  the Company has manufacturing operations.  The EU requires
that   before  a  medicinal  product  can  be  manufactured   and
assembled,  each  person  or company  who  carries  out  such  an
operation  must hold a manufacturer's license, a product  license
must be held by the person responsible for the composition of the
product,  and the manufacture and assembly must be in  accordance
with the product license.  There is also a Directive relating  to
Good  Manufacturing Practice ("GMP") which makes compliance  with
the principles of GMP compulsory throughout the EU.

      The  Company is making certain improvements to its  aquatic
animal  health plant in Bellevue, Washington as a  result  of  an
inspection by United Kingdom regulatory authorities. The  Company
expects  a  reinspection by this agency in the  spring  of  1998.
There  can  be  no assurance that the action being taken  by  the
Company will be satisfactory to the agency.


     Potential Liability for Current Products: Continuing studies
of    the   proper   utilization,   safety,   and   efficacy   of
pharmaceuticals  and  other  health  care  products   are   being
conducted by the industry, government agencies and others.   Such
studies,  which  increasingly employ  sophisticated  methods  and
techniques,  can call into question the utilization,  safety  and
efficacy  of previously marketed products and in some cases  have
resulted, and may in the future result, in the discontinuance  of
their  marketing and, in certain countries, give rise  to  claims
for damages from persons who believe they have been injured as  a
result of their use.

      Extended  Protection for Branded Products: The  Drug  Price
Competition  and  Patent Term Restoration Act of  1984  ("Waxman-
Hatch  Act")  amended both the Patent Code and the Federal  Food,
Drug  and  Cosmetics Act (the "FDC Act").  The  Waxman-Hatch  Act
codified  and  expanded application procedures for obtaining  FDA
approval  for  generic forms of brand-name pharmaceuticals  which
are  off-patent  or whose market exclusivity  has  expired.   The
Waxman-Hatch  also  provides  market exclusivity  provisions  for
innovator  drug manufacturers  which preclude the  submission  or
delay  the approval of a competing ANDA under certain conditions.
One  such provision allows a five year market exclusivity  period
for  NDA involving new chemical compounds and a three year market
exclusivity   period   for    NDA's   containing   new   clinical
investigations  essential to the approval  of  such  application.
The  market exclusivity  provisions apply equally to patented and
non-patented  drug  products.  Another provision  authorizes  the
extension  of  patent terms for up to five years as  compensation
for reduction of the effective life of the patent as a result  of
time  spent  in testing for, and USFDA review of, an  application
for  a  drug approval. Patent terms may also be extended pursuant
to  the  terms of the Uruguay Round Agreements Act ("URAA").   In
addition,  new legislation recently enacted by the U.S. Congress,
the  USFDA  Modernization  Act of 1997,  will  allow  brand  name
manufacturers  to seek six months of additional exclusivity  when
they  have  conducted pediatric studies on the drug.   Therefore,
the  Company  cannot predict the extent to which the Waxman-Hatch
Act,  the USFDA Modernization Act of 1997, or URAA could postpone
launch of some of its new products.

      In  Europe,  certain  Directives confer  a  similar  market
exclusivity in respect of proprietary medicines, irrespective  of
any  patent protection. Before a generic manufacturer can present
an  abridged application for a marketing authorization,  it  must
generally  wait until the original proprietary drug has  been  on
the market for a certain period (unless he has the consent of the
person  who  submitted  the original  test  data  for  the  first
marketing  authorization, or can compile an adequate  dossier  of
his  own).  In the case of high-technology products, this  period
is  ten  years  and  six  years  in respect  of  other  medicinal
products, subject to the option for member states to elect for an
exclusivity period of ten years in respect of all products, or to
dispense  with  the  six-year  period  where  that  would   offer
protection beyond patent expiry.

      In  addition to the exclusivity period, it is also possible
in  the  EU to effectively extend the period of patent protection
for  a product which has a marketing authorization by means of  a
Supplementary Protection Certificate ("SPC"). An SPC  comes  into
force on the expiry of the relevant patent and lasts for a period
calculated with reference to the delay between the lodging of the
patent and the granting of the first marketing authorization  for
the  drug.   This period of protection, subject to a  maximum  of
five  years,  further delays the marketing of  generic  medicinal
products.

       The   Generic  Drug  Enforcement  Act:  The  Generic  Drug
Enforcement Act of 1992, which amended the FDC Act, gives the FDA
six  ways  to  penalize  anyone that  engages  in  wrongdoing  in
connection  with the development or submission of  an  ANDA.  The
USFDA  can:  (i)  permanently  or  temporarily  prohibit  alleged
wrongdoers from submitting or assisting in the submission  of  an
ANDA;  (ii) temporarily deny approval of, or suspend applications
to   market,   particular  generic  drugs;  (iii)   suspend   the
distribution  of all drugs approved or developed pursuant  to  an
invalid  ANDA; (iv) withdraw approval of an ANDA; (v) seek  civil
penalties  against the alleged wrongdoer; and (vi)  significantly
delay  the approval of any pending ANDA from the same party.  The
Company has never been the subject of an enforcement action under
this or any similar statue.

      Controlled  Substances Act: The Company also  manufacturers
and  sells  drug  products which are "controlled  substances"  as
defined  in  the  Controlled Substances  Act,  which  establishes
certain security and record keeping requirements administered  by
the DEA, a division of the Department of Justice.  The Company is
licensed  by  the  DEA  to  manufacture  and  distribute  certain
controlled   substances.   The  DEA  has   a   dual   mission-law
enforcement  and  regulation. The former deals with  the  illicit
aspects  of the control of abusable substances and the  equipment
and raw materials used in making them. The DEA shares enforcement
authority  with  the  Federal Bureau  of  Investigation,  another
division  of  the  Department of Justice.  The  DEA's  regulatory
responsibilities  are  concerned with  the  control  of  licensed
handlers  of  controlled  substances,  and  with  the  substances
themselves, equipment and raw materials used in their manufacture
and  packaging,  in  order to prevent such  articles  from  being
diverted into illicit channels of commerce.  The Company  is  not
under  any  restrictions for non-compliance  with  the  foregoing
regulations,   but   there  can  be  no  assurance   given   that
restrictions or fines will not be imposed upon the Company in the
future.

       Health  Care  Reimbursement:  The  methods  and  level  of
reimbursement   for  pharmaceutical  products   under   Medicare,
Medicaid,  and  other  domestic reimbursement  programs  are  the
subject  of constant review by state and federal governments  and
private  third party payors like insurance companies.  Management
believes  that U.S. government agencies will continue  to  review
and  assess alternative payment methodologies and reform measures
designed  to reduce the cost of drugs to the public. Because  the
outcome  of  these  and other health care reform  initiatives  is
uncertain, the Company cannot predict what impact, if  any,  they
will have on the Company.

        Medicaid    legislation   requires   all   pharmaceutical
manufacturers to rebate to individual states a percentage of  the
revenues  that the manufacturers derive from Medicaid  reimbursed
pharmaceutical  sales in those states.  The required  rebate  for
manufacturers of generic products is currently 11%.

      In  many countries other than the U.S. in which the Company
does  business, the initial prices of pharmaceutical preparations
for  human  use  are  dependent  upon  governmental  approval  or
clearance   under  governmental  reimbursement   schemes.   These
government  programs generally establish prices by  reference  to
either  manufacturing costs or the prices of comparable products.
Subsequent price increases may also be regulated.  In past years,
as  part of overall programs to reduce health care costs, certain
European  governments have prohibited price  increases  and  have
introduced various systems designed to lower prices. As a result,
affected  manufacturers, including the Company, have  not  always
been  able  to recover cost increases or compensate for  exchange
rate fluctuations.

      In  order to control expenditures on pharmaceuticals,  most
member states in EU regulate the pricing of such products and  in
some  cases  limits  the  range of  different  forms  of  a  drug
available  for  prescription by national health services.   These
controls  can  result  in considerable price differences  between
member states.  There is also a Common External Tariff payable on
import  of medicinal products into the EU, though exemptions  are
available  in respect of certain products which allows duty  free
importation.  Where there is no tariff suspension in operation in
respect  of  a medicinal product, an application can be  made  to
import  the  product duty free but this is subject to  review  at
European level to establish whether a member state would be  able
to  produce  the product in question instead.  In addition,  some
products are subject to a governmental quota which restricts  the
amount which can be imported duty free.


Financial  Information About Foreign and Domestic Operations  and
Export Sales

      The  Company derives a substantial portion of its  revenues
and  operating income from its foreign operations. Revenues  from
foreign  operations  accounted  for  approximately  45%  of   the
Company's  revenues  in  1997. For certain financial  information
concerning  foreign and domestic operations see Note  20  of  the
Notes to the Consolidated Financial Statements included in Item 8
of  this Report.  Export sales from domestic operations were  not
significant.


Environmental Matters

      The Company believes that it is substantially in compliance
with all presently applicable federal, state and local provisions
regulating  the  discharge of materials into the environment,  or
otherwise relating to the protection of the environment.

      The State of California has commenced an action against the
Company  in  California  Superior Court under  the  State's  Safe
Drinking  Water and Toxic Enforcement Act of 1986 (the  "Drinking
Water  Act")  alleging  that it failed to include  a  warning  to
California  users of two of its prescription drugs to the  effect
that  said  drugs are known to the State of California  to  cause
cancer  or reproductive toxicity. The State further alleges  that
by  violating  the  Drinking Water Act, the Company  is  also  in
violation of the Unfair Competition Act (the "Competition  Act").
The  Company believes that prescription drugs fall under a "safe-
harbor" regulation and the required notice is deemed to be  given
by  giving the FDA mandated product warnings.  On this basis, the
Company intends to defend this action vigorously. The Company has
reason  to believe that many other drug manufacturers are relying
upon  the same exemption and therefore have not given the  notice
required  by  the Act in connection with the sale of prescription
drugs.   While  the  State's action does not request  a  specific
monetary fine, the Company understands that the maximum fine  for
violation  of each of the Drinking Water Act and the  Competition
Act  is  $2,500 for each day of violation subject to a four  year
statute of limitation.  The Company has no reason to believe this
matter will result in a material liability.

      The  Company  is  presently discussing  with  the  relevant
Norwegian  authorities, the noxious air  emissions  at  its  Oslo
plant.  The Company anticipates the need for improvements at this
plant;  the cost of which has not yet been determined but is  not
believed to be material to the Company.

      In addition, the Company is a Potentially Responsible Party
("PRP")  at  one  site  subject  to U.S.  Superfund  legislation.
Superfund provides for joint and several liability for all PRP's.
Based  upon  the  Company's minor involvement at  this  Superfund
site,  and  the identification of numerous PRP's who were  larger
site  users,  the   Company does not believe  that  its  ultimate
liability for this site will be material to the Company.

      Although  many major capital projects typically  include  a
component  for  environmental control,  including  the  Company's
current expansion projects, no material expenditures specifically
for environmental control are expected to be made in 1998.

Employees

     As of December 31, 1997, the Company had approximately 2,600
employees, including 1,100 in the U.S. and 1,500 outside  of  the
U.S.


Item 1A.  Executive Officers of the Registrant

      The following is a list of the names and ages of all of the
Company's corporate officers and certain officers of each of  the
Company's principal operating units, indicating all positions and
offices  with  the Registrant held by each such person  and  each
such person's principal occupations or employment during the past
five years.
     Each of the Company's corporate officers has been elected to
the  indicated office or offices of the Registrant, to  serve  as
such until the next annual election of officers of the Registrant
(expected  to  occur  May 8, 1998) and until their  successor  is
elected,  or  until  his  or her earlier  death,  resignation  or
removal.

Name and Position                  Principal Business Experience
with the Company            Age    During the Past Five Years

E.W. Sissener               69     Chief Executive Officer since
Chairman, Director and             June 1994.  Member of the
Chief Executive Officer            Office of the Chief Executive
                                   of the Company July 1991 to
                                   May 1994.  Chairman of the
                                   Company since 1975.
                                   President, Alpharma AS since
                                   October 1994.  President of
                                   A.L. Industrier AS 1972 to
                                   1994. President, Apothekernes
                                   AS 1972 to 1994. Chairman of
                                   A.L. Industrier AS since
                                   November 1994.
                                   
Gert W. Munthe              41     Director of the Company since
President and Chief                June 1994.President and Chief
Operating Officer (as              Executive Officer of NetCom
of May 1, 1998)and                 GSM A.S., a Norwegian cellular
Director                           telecommunications company,
                                   1993 to 1998. Executive Vice
                                   President and division
                                   President of Hafslund Nycomed
                                   A.S., a Norwegian energy and
                                   pharmaceutical corporation,
                                   1988 to 1993. President of
                                   Nycomed (Imaging) A.S., a
                                   wholly owned subsidiary of
                                   Hafslund Nycomed A.S., 1991 to
                                   1993. Division President in
                                   charge of the energy business
                                   of Hafslund Nycomed A.S., 1988
                                   to 1991. Mr. Munthe is Mr.
                                   Sissener's son-in-law.

Jeffrey E. Smith            50     Chief Financial Officer and
Vice President, Finance            Vice President since May 1994.
and Chief Financial                Executive Vice President and
Officer                            Member of the Office of the
                                   Chief Executive July 1991 to
                                   May 1994.  Vice President,
                                   Finance of the Company from
                                   November 1984 to July 1991.
                                   
Diane M. Cady               43     Vice President, Investor
Vice President,                    Relations since November 1996.
Investor Relations                 Vice President, Investor
                                   Relations for Ply Gem
                                   Industries, Inc. 1987 to
                                   October 1996.
                                   
Albert N. Marchio, II       45     Treasurer of the Company since
Treasurer                          May 1992. Treasurer of Laura
                                   Ashley, Inc. 1990 to 1992.
                                   
John S. Towler              49     Controller of the Company
Controller                         since March 1989.
                                   
Robert F. Wrobel            53     Vice President and Chief Legal
Vice President and                 Officer since October of 1997.
Chief Legal Officer                Vice President and Associate
                                   General Counsel of Duracell
                                   Inc., 1994 to September 1997
                                   and Senior Vice President,
                                   General Counsel and Chief
                                   Administrative Officer of The
                                   Marley Company 1975 to 1993.

Thomas L. Anderson          49     President of the Company's
Vice President and                 U.S. Pharmaceuticals Division
President, U.S.                    since January 1997; President
Pharmaceuticals                    and Chief Operating Officer of
Division                           FoxMeyer Health Corporation
                                   May 1993 to February 1996;
                                   Executive Vice President and
                                   Chief Operating Officer of
                                   FoxMeyer Health Corporation
                                   July 1991 to April 1993.
                                   

Bruce Andrews, Vice         51     President of the Company's
President and President,           Animal Health Division since
Animal Health Division             May 1997. Consultant with
                                   Brakke Consulting, Inc. from
                                   1994 through May of 1997 and
                                   President of the Cyanamid
                                   North American Animal Health
                                   and Nutrition Division from
                                   1992 to 1994.

Thor Kristiansen            54     President of the Company's
Vice President and                 Fine Chemicals Division since
President, Fine                    October 1994; President,
Chemicals Division                 Biotechnical Division of
                                   Apothekernes Laboratorium A.S
                                   1986 to 1994.

Knut Moksnes                41     President of the Company's
Vice President and                 Aquatic Animal Health Division
President, Aquatic                 since October 1994; Managing
Animal Health Division             Director, Fish Health Division
                                   of Apothekernes Laboratorium
                                   A.S 1991 to 1994.
                                   
Ingrid Wiik                 53     President of the Company's
Vice President and                 International Pharmaceuticals
President,                         Division since October 1994;
International                      President, Pharmaceutical
Pharmaceuticals                    Division of Apothekernes
Division                           Laboratorium A.S 1986 to 1994.
                                   



Item 2.   Properties

     The Company's principal production and technical development
facilities are located in the United States, Denmark, Norway  and
Indonesia.    The  Company  also  owns  or  leases  offices   and
warehouses  in  the United States, Sweden, Holland,  Finland  and
elsewhere.

                                    FACILITY  
                            LAND      SIZE    
LOCATION        TITLE      (acres)    (sq.    USE
                                      ft.)    
Fort Lee, NJ    Leased          --    37,000  Office - Alpharma
                                              corporate office
                                              and AHD
                                              Headquarters
Oslo, Norway    Leased          --   204,400  Manufacturing of
                                              AHD and FCD
                                              products, Alpharma
                                              corporate office
                                              and headquarters
                                              for IPD, FCD and
                                              AAHD.
Chicago         Owned           20   195,000  Manufacturing,
Heights, IL                                   warehouse, R&D and
                                              offices for AHD
Bellevue, WA    Leased          --    20,000  Manufacturing,
                                              warehouse,
                                              laboratory and
                                              offices for AAHD
Baltimore, MD   Owned           19   268,000  Manufacturing, and
                                              headquarters for
                                              USPD
Baltimore, MD   Leased          --    18,000  Research and
                                              Development for
                                              USPD
Columbia, MD    Leased          --   165,000  Central
                                              Distribution
                                              Center for USPD
Lincolnton, NC  Owned           13   138,000  Manufacturing and
                                              offices for USPD
Lowell, AK      Leased          --    68,000  Manufacturing,
                                              warehouse and
                                              offices for AHD
Niagara Falls,  Owned            2    30,000  Warehouse and
NY                                            offices of USPD
                                              
Lier, Norway    Owned           23   180,000  Manufacturing of
                                              IPD products,
                                              warehousing and
                                              offices
Overhalla,      Owned            1    12,900  Manufacturing of
Norway                                        vaccines,
                                              warehousing and
                                              offices for AAHD
Vennesla,       Owned            4    81,300  Manufacturing of
Norway                                        adhesive bandages
                                              and surgical
                                              tapes, warehousing
                                              and offices for
                                              IPD
Copenhagen,     Owned           10   425,000  Manufacturing,
Denmark                                       warehouse, R&D and
                                              offices for IPD
                                              and FCD
Jakarta,        Owned            5    80,000  Manufacturing,
Indonesia       building;                     warehouse, R&D and
                leased                        offices for IPD
                land

     The Company believes that its principal facilities described
above are generally in good repair and condition and adequate and
suitable for the products they produce.


Item 3.   Legal Proceedings

      The  Company is one of multiple defendants in  33  lawsuits
filed  in  various  US Federal District Courts alleging  personal
injuries resulting from the use of phentermine distributed by the
Company  and  prescribed for use in combination with fenfluramine
or  dexfenfluramine  manufactured and sold  by  other  defendants
("Fen-Phen"  lawsuits). None of the plaintiffs has specified  the
amount  of  his  or her monetary demand, but a  majority  of  the
lawsuits allege serious injury. The Company has demanded  defense
and  indemnification  from the manufacturers  from  whom  it  has
purchased   phentermine  and  has  filed  claims   against   said
manufacturers'   insurance carriers and the  Company's  carriers.
The  Company does not expect that the Fen-Phen lawsuits  will  be
material  to  the Company. It is possible that the Company  could
later be named as a defendant in some of the additional  lawsuits
already  on  file  with  respect to these  drugs  or  in  similar
lawsuits which could be filed in the future.


      From  time to time the Company is involved in certain  non-
material  litigation which is ordinarily found in  businesses  of
this  type,  including contract, employment matters  and  product
liability   actions.   Product  liability   suits   represent   a
continuing   risk  to  pharmaceutical  companies.   The   Company
attempts   to  minimize  such  risks  by  strict  controls   over
manufacturing  and  quality  procedures.   Although  the  Company
carries  what it believes to be adequate insurance, there  is  no
assurance  that such insurance can fully protect it  against  all
such  risks  due  to  the  inherent potential  liability  in  the
business of producing pharmaceuticals for human and animal use.

     The  Company is also subject to an action commenced  by  the
State  of  California under the State's Safe Drinking  Water  and
Toxic Enforcement Act of 1986 (See "-Environmental Matters").


Item 4.    Submission of Matters to a Vote of Security Holders

               Not applicable.

                            PART II

Item 5.   Market for Registrant's Common Equity and Related
               Stockholder Matters

Market Information

     The Company's Class A Common Stock is listed on the New York
Stock  Exchange ("NYSE").  Information concerning  the  1997  and
1996  sales prices of the Company's Class A Common Stock are  set
forth in the table below.

                              Stock Trading Price
                          1997                     1996
     Quarter         High      Low            High       Low

       First       $15.13     $11.38       $27.375     $22.00
     Second         $18.13    $13.50       $26.00      $19.125
        Third       $23.50    $15.25       $21.25      $14.625
     Fourth         $23.88    $21.25       $16.50      $10.625

      As  of  December 31, 1997 and March 2, 1998  the  Company's
stock closing price was $21.75 and $23.44, respectively.

     Warrants to purchase the Company's Class A Common Stock with
an  exercise  price  of $20.69 and expiring on  January  3,  1999
commenced  trading on the NYSE in October 1995. At  December  31,
1997  and  March  2,  1998, the closing price  of  the  Company's
warrants was $4.38 and $4.38, respectively.

Holders

     As of March 2, 1998, there were 968 holders of record of the
Company's  Class A Common Stock and A.L. Industrier held  all  of
the Company's Class B Common Stock. Record holders of the Class A
Common  Stock  include Cede & Co., a clearing agency  which  held
approximately 98% of the outstanding Class A Common  Stock  as  a
nominee.

Dividends

       The   Company  has  declared  consecutive  quarterly  cash
dividends  on  its Class A and Class B Common Stock beginning  in
the third quarter of 1984.  Quarterly dividends per share in 1997
and 1996 were $.045 per quarter or $.18 per year.

Item 6.   Selected Financial Data

      The  following is a summary of selected financial data  for
the  Company  and its subsidiaries. Financial data for  1993  has
been  restated to reflect the 1994 combination with Alpharma Oslo
as  a  pooling of interests. The data for each of the three years
in the period ended December 31, 1997 have been derived from, and
all  data  should  be  read  in  conjunction  with,  the  audited
consolidated  financial statements of the  Company,  included  in
Item 8 of this Report.  All amounts are in thousands, except  per
share data.

                              Years Ended December 31,
Income Statement Data (1)   1997     1996(4)   1995      1994(3)   1993

Total revenue            $500,288  $486,184  $520,882  $469,263  $402,675
Cost of sales             289,235   297,128   302,127   275,543   233,423

  Gross profit            211,053   189,056   218,755   193,720   169,252

Selling, general and
 administrative
 expenses                 164,155   185,136   166,274   177,742   139,038

 Operating income          46,898     3,920    52,481    15,978    30,214
Interest expense          (18,581)  (19,976)  (21,993)  (15,355)  (14,996)
Other income (expense),
     net                     (567)     (170)     (260)    1,113     1,880

 Income (loss) before
  income taxes and
  extraordinary item       27,750   (16,226)   30,228     1,736    17,098
Provision (benefit)
  for income taxes         10,342    (4,765)   11,411     3,439     6,969
 Income (loss) before
  extraordinary item     $ 17,408  $(11,461) $ 18,817  $ (1,703)   $10,129
 Net income (loss)(2)    $ 17,408  $(11,461) $ 18,817  $ (2,386)   $10,129

Average number of
 shares outstanding:
    Diluted               22,780    21,715    21,754    21,568    21,581
Earnings (loss) per share:
 Diluted
  Income (loss) before
   extraordinary item    $    .76  $   (.53) $    .87  $   (.08) $    .47
  Net income (loss)      $    .76  $   (.53) $    .87  $   (.11) $    .47

  Dividend per common
  share                  $    .18  $    .18  $    .18  $    .18  $    .18

(1)  Includes results of operations from date of acquisition of the Wade
Jones Company (July 1994) and the Lincolnton facility (March 1993).

(2)  Net loss includes: 1994 - extraordinary item - loss on extinguishment
of debt ($683).

(3)  1994 includes transaction costs relating to the combination with
Alpharma  Oslo and Management Actions which are included in  cost  of
goods  sold ($450) and selling, general and administrative ($24,200).
Amounts net after tax of approximately $17,400 ($0.81 per share).

(4)  1996  includes  Management Actions  relating  to  production
rationalizations  and severance which are  included  in  cost  of
goods      sold  ($1,100) and selling, general and administrative
($17,700).      Amounts  net after tax of  approximately  $12,600
($0.58 per share).

                                 As of December 31,
Balance Sheet Data (1)     1997      1996      1995      1994      1993

Current assets           $273,677  $274,859  $282,886  $250,499  $202,913

Non-current assets        358,189   338,548   351,967   341,819   324,704

 Total assets           $631,866  $613,407  $634,853  $592,318  $527,617

Current liabilities      $133,926  $155,651  $169,283  $154,650  $139,205

Long-term debt,
  less current
  maturities              223,975   233,781   219,451   220,036   144,350

Deferred taxes and
  other non-current
  liabilities              35,492    37,933    40,929    36,344    40,129

Stockholders' equity(2)   238,473   186,042   205,190   181,288   203,933
  Total liabilities
  and equity             $631,866  $613,407  $634,853  $592,318  $527,617


(1)  Includes accounts from date of acquisition of the Wade Jones
     Company  (July  1994)  and  the Lincolnton  facility  (March
     1993).

(2)  1994 reflects acquisition of Alpharma Oslo accounted for  as
     a  pooling  of  interests with cash purchase price  deducted
     from stockholders' equity.

          
Item 7.   Management's  Discussion  and  Analysis  of   Financial
          Condition and Results of Operations

Overview

      1997  was  a year in which operations improved relative  to
1996  and  a number of transactions were accomplished  which  the
Company  believes will enhance its future growth prospects.  Such
transactions included:

       The Company raised $56.4 million by issuing Class B stock
       through a stock subscription ($20.4 million) and Class A stock
       through a rights offering ($36.0 million).

       The Animal Health Division ("AHD") acquired the worldwide
       decoquinate ("Deccoxr") product and business from a  major
       pharmaceutical company. The product is an anticocidial feed
       additive which provides AHD with its first major product in the
       cattle industry.

       The Fine Chemicals Division ("FCD") purchased a worldwide
       polymyxin business which complements its existing polymyxin
       business.

       Both the U.S. Pharmaceuticals Division ("USPD") and the
       International  Pharmaceuticals Division ("IPD")  completed
       partnership alliances and marketing agreements to broaden their
       product lines.

      Results in 1996 included charges for Management Actions. In
addition, operations were negatively affected by external  market
conditions in both industry segments. The factors which  combined
to produce a loss in 1996 and the status of these factors in 1997
are as follows:

  1996  charges  for  Management Actions  -  approximately  $12.6
million after tax.

         Rationalization  of  the  IPD's  selling  and  marketing
     organization  in  Scandinavia  resulting  in   charges   for
     severance. 1997 status - completed.

        Commencement  of  an  IPD plan to  transfer  all  tablet,
     ointment  and liquid production from Copenhagen, Denmark  to
     Lier, Norway resulting in charges for severance, asset write-
     offs  and  other  exit  costs. 1997  status  -  in  process,
     completion expected in late 1998.

        Commencement  of a USPD plan to accelerate  the  move  of
     production from locations in New Jersey and New York  to  an
     existing  plant in Lincolnton, North Carolina  resulting  in
     charges  for  severance,  asset write-offs  and  other  exit
     costs.  1997  status - completed, benefits realized  due  to
     more efficient production in the USPD.

        Rationalization  of  the AHD and  USPD  organizations  to
     address  current competitive conditions in their  respective
     industries  resulting  in charges for  severance  and  other
     termination benefits. 1997 status - completed.

 1996 External Factors.

        Fundamental  shift  in  generic  pharmaceutical  industry
     distribution, purchasing and stocking patterns resulting  in
     significantly  lower  sales and prices  in  the  USPD.  1997
     status  - USPD sales increased marginally in a more  orderly
     market;  however  there  was  continuing  but  significantly
     lessened pressure on pricing relative to 1996.

        Significant bad debt expense due to the bankruptcy  of  a
     major wholesaler to the USPD and collection difficulties  in
     certain  international  markets.  1997  status  -  no  major
     bankruptcies,  but  collection of certain  accounts  remains
     slow in certain international markets.

       High feed grain prices in the animal health industry which
     resulted  in lower industry usage of feed additive  products
     supplied  by  AHD  and  increased  competition  among   feed
     additive  suppliers.  1997 status -  grain  prices  at  more
     normal levels. Competitive conditions continue.

        Generally  increased competition in  all  industries  and
     markets  served  by the Company's operating divisions.  1997
     status - all markets remain competitive.

Results of Operations

Comparison  of  Year  Ended  December  31,  1997  to  Year  Ended
December 31, 1996.

      For  the  year ended December 31, 1997 revenue  was  $500.3
million,  an increase of $14.1 million (2.9%) compared  to  1996.
Operating income was $46.9 million, an increase of $43.0 million,
compared  to 1996. Net income was $17.4 million ($.76 per  share)
compared to a loss of $11.5 million ($.53 per share) in 1996.

      Net  income  in  1996  was reduced by  approximately  $12.6
million   ($.58   per   share)  for  severance   related   to   a
reorganization  of the IPD sales and marketing  function  in  the
Nordic  countries, charges and expenses resulting from production
rationalization  plans  in the IPD and the  USPD  and  additional
Management   Actions   in  the  AHD.  (See  section   "Management
Actions.")

Revenues

      On an overall basis revenues increased in the Animal Health
Segment  ("AHS")  and  decreased  in  the  Human  Pharmaceuticals
Segment  ("HPS"). 1997 revenues compared to 1996 were reduced  by
over  $20.0  million primarily in the HPS due to  translation  of
sales in foreign currency into the U.S. dollar.

      Revenues in the HPS were marginally lower (.5%) than  1996.
Revenues increased in the USPD due primarily to increased  volume
in  a number of Rx and OTC products including products introduced
in  the  past  three  years. The increased volume  was  partially
offset   by   lower  net  selling  prices  resulting   from   the
continuation  of programs initiated by major wholesalers  in  the
second   half   of  1996  which  fundamentally  shifted   generic
pharmaceutical  industry  distribution  purchasing  and  stocking
patterns.  In IPD overall volume and pricing were up on  a  local
currency basis. However, IPD revenues were lower primarily  as  a
result  of  the  effect of translation of sales  in  Scandinavian
currencies  into the U.S. dollar. A substantial majority  of  the
translation effect was recognized in the IPD. For the  year  1997
average  exchange  rates for Scandinavian  currencies  where  IPD
conducts  a substantial portion of its business have declined  by
10%-14%  compared  to 1996. Sales in the Fine Chemicals  Division
("FCD") principally increased due to higher volume.

      Within  the  AHS, AHD revenues increased primarily  due  to
increased  volume  of  most  major  products,  as  well  as   the
acquisition  of  the Deccox business in September  1997.  Aquatic
Animal  Health Division ("AAHD") revenues increased  compared  to
1996  due  primarily  to increased sales in  the  Norwegian  fish
vaccine  market  resulting  from  both  new  product  volume  and
increased market share of existing products.

Gross Profit

      On  a  consolidated  basis, gross  profit  increased  $22.0
million  and the gross margin percent increased to 42.2% in  1997
compared  to 38.9% in 1996. Both segments increased their  margin
percentages and amounts relative to 1996.

      The  increase in dollars and percent was the  result  of  a
number  of factors. HPS gross profits accounted for approximately
half  of  the  increase  in dollars and USPD  accounted  for  the
majority of HPS increase. USPD gross profits improved as a result
of  lower  manufacturing  costs in  the  aggregate  (due  to  the
transfer of production and closing of two marginal facilities  as
part  of  Management  Actions in 1996) and  increased  production
efficiencies  in  the  two remaining core facilities.  Offsetting
savings in production costs were lower net selling prices in  the
UPSD.  IPD  had  increased gross profits in local currencies  but
decreased in the aggregate when translated into U.S. dollars. FCD
gross profits increased marginally compared to 1996.

      AHD  gross profits increased due to increased volume  (both
existing products and Deccox) offset partially by somewhat  lower
pricing.  AAHD  gross  profits increased  due  to  higher  margin
products introduced in 1997.

Operating Expenses

      Operating expenses on a consolidated basis decreased  $21.0
million  or  11.3%. Included in operating expenses in  1996  were
charges  incurred for Management Actions totaling $17.7  million.
See  section  "Management Actions". The following table  compares
operating  expenses  for  the year with  and  without  Management
Actions:

                                          1997         1996
                                                    
  Operating expenses as reported        $164.2       $185.1
                                                    
  Management actions - 1996              _____        (17.7)
                                        $164.2       $167.4
                                                    
  As a % of revenues                      32.8%        34.4%

      The  net  reduction in operating expenses, after  excluding
Management Actions reflects a continued emphasis on cost control,
the  effect  of  currency  translation on  expenses  incurred  in
foreign  currencies, and a reduction of expenses  resulting  from
prior  year Management Actions which reduced payroll,  offset  by
planned   increases  in  certain  expenses   and   increases   in
administrative   expenses  resulting  from   personnel   changes,
employee incentive programs, and litigation expenses.

Operating Income

      Operating  income  as  reported  in  1997  increased  $43.0
million. The increase in gross profit due to increased sales  and
lower production costs, lower operating expenses, and the absence
of   charges  for  Management  Actions  all  contributed  to  the
increase.

      The  Company believes the change in operating  income  from
1996 to 1997 can be approximated as follows:

                                                  Un-        
($ in millions)                 HPS     AHS    allocated   Total
                                                          
1996 Operating income (loss)  $(8.2)  $17.9    $(5.8)     $ 3.9
                                                          
Add-back of 1996 Management                               
   Actions                    13.8      4.5       .5      18.8
                                                          
     Sub-total                 5.6     22.4     (5.3)     22.7
                                                          
Increase (decrease) in                                    
  operating income due to:
                                                          
  Volume increase, net         7.4      5.3               12.7
  Price decrease, net         (8.6)    (1.7)              (10.3)
  New products                 4.1      6.8               10.9
  Production and operating                                
     expenses - decrease                                  
     (increase), net          13.6     (1.1)    (2.9)      9.6
  Translation and other        1.2       .1    ____        1.3
                                                          
1997 Operating income (loss)  $23.3   $31.8    $(8.2)     $46.9

Interest Expense/Other/Taxes

      Interest  expense decreased $1.4 million due to lower  debt
levels  (aided  by  the receipt, in 1997 of  approximately  $56.4
million  of  new  equity) and generally lower interest  rates  in
1997.

      Other,  net in 1997 was a $0.6 million loss compared  to  a
$0.2  million  loss in 1996. Foreign exchange transaction  losses
included  in Other, net in 1997 and 1996 were approximately  $0.7
million  and  $0.2 million, respectively. The loss  in  1997  was
primarily  the  result of the strengthening of  the  U.S.  dollar
during 1997.

     The provision for income taxes was 37.3% in 1997 compared to
a  benefit for income taxes (due to a pre-tax loss) of  29.4%  in
1996. The difference between the statutory rate and the effective
rate  is the interaction of state income taxes and non-deductible
costs which increase the rate partially offset by lower taxes  in
foreign jurisdictions.

Results of Operations

Comparison  of  Year  Ended  December  31,  1996  to  Year  Ended
December 31, 1995.

      Total  revenue  decreased  $34.7  million  (6.7%)  in  1996
compared  to 1995. Operating income in 1996 was $3.9  million,  a
decrease of $48.6 million, compared to 1995. The Company recorded
a  net  loss in 1996 of $.53 per share compared to net income  of
$.87  per share in 1995. The net loss is attributable to  charges
for  Management Actions (approximately $.58 per share  net  loss)
and  generally  difficult operating conditions  (See  "Management
Actions").

Revenues

     Revenues declined by $5.1 million (3.1%) in the AHS. The AHD
revenues  declined due to lower sales volume of  BMDr  and  other
feed  additives primarily to the poultry market and price erosion
due  to  competition.  The decline in  the  sale  of  other  feed
additives  to  the poultry market is attributable mainly  to  the
mutual  termination of a distribution agreement with Merck AgVet.
AAHD  revenues were lower due to the introduction of  competitive
products  in  the Norwegian fish vaccine market  and  an  overall
reduction in Norwegian salmon production.

      Revenues in the HPS were $29.7 million lower primarily  due
to USPD revenues which declined approximately 12%, 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. Revenues for IPD and FCD declined  by
3.9%  and  5.1%, respectively due to volume reductions and  to  a
lesser  extent currency translation offset partially  by  limited
price increases.

Gross Profit

      On  a  consolidated  basis, gross  profit  decreased  $29.7
million
and  the gross margin percent was 38.9% in 1996 compared to 42.0%
in  1995. The gross profit for the AHS declined due to the  lower
volume  sold  of BMD and high margin fish vaccines and  generally
lower  pricing due to competition. The gross profit  in  the  HPS
declined over $20.0 million due principally to the USPD. The USPD
was  affected  by  lower  sales volume, and  significantly  lower
pricing  across  the product line due to changes in  the  generic
pharmaceutical  industry. Lower sales volume also affected  gross
profit  by  causing  reduced production  volume  which  increases
production  costs  per  unit. IPD and FCD also  had  lower  gross
margins  due primarily to lower sales. In addition, 1996 includes
$1.1  million  primarily for accrued stay bonuses for  production
employees  in facilities to be closed in both the USPD  and  IPD.
(See "Management Actions.")

Operating Expenses

     Operating expenses (i.e. selling, general and administrative
expenses "SG&A") on a consolidated basis increased $18.9  million
or  11.3%.  Included  in 1996 operating expenses  are  Management
Actions  totaling  $17.7 million which include the  following  by
segment:  HPS - severance and termination benefits, $6.7 million;
write off of assets at facilities to be closed $4.1 million;  and
exit   costs  and  other  $2.1  million.  AHS  -  Severance   and
termination benefits $4.0 million; and exit costs and  other  $.4
million.  Unallocated  - severance and termination  benefits  $.4
million.  Additionally, 1996 includes bad debt expenses  of  $2.0
million related to the bankruptcy of a major wholesaler and  $1.0
million for financial advisory and consulting services related to
a  potential  acquisition.  The following  table  summarizes  the
above:

                                 1996         1995
                                           
Operating expenses                         
 as reported                   $185.1        $166.3
                                           
Management Actions                         
(described herein)              (17.7)           .2
                                           
Financial advisory fees          (1.0)     
                                           
Bad debt expense related                   
  to the bankruptcy                        
  of a wholesaler                (2.0)       _____
                                           
Operating expenses                         
 as adjusted                   $164.4        $166.5

      The  lack  of  growth in operating expenses, excluding  the
items  described above, reflects an emphasis on cost  control  in
response to difficult business conditions in a number of  markets
(including  lower bonuses paid in 1996), a reduction of  expenses
resulting  from  prior  year  Management  Actions  which  reduced
payroll and generally flat selling and marketing expenses certain
of which vary directly with sales.

Operating Income

     Operating income as reported declined $48.6 million.

      The  Company believes the change in operating  income  from
1995 to 1996 can be approximated as follows:

                              HPS     AHS    Unallocated  Total
                                                         
1995 Operating                                           
  income (loss)              $26.1   $30.8    $(4.4)      $52.5
                                                         
 Sales/gross profit                                      
 (decrease) increase:                                    
     Volume                  (21.0)  (7.0)                (28.0)
     Price                    (8.0)  (2.0)                (10.0)
     New products             12.0   4.0                   16.0
(Increase) Decrease in:                                  
  Production and                                         
    operating expenses        (2.9)  (3.8)      (.9)       (7.6)
  Management Actions         (14.4)  (4.1)      (.5)      (19.0)
                                                         
1996 Operating                                           
  income (loss)             $ (8.2)  $17.9    $(5.8)     $  3.9

Interest Expense/Taxes

      Interest expense declined $2.0 million in 1996 compared  to
1995  due to lower interest rates in 1996 and to a lesser  extent
decreased average debt levels.

     The provision for income taxes was 37.8% in 1995 compared to
a  benefit for income taxes (due to the pre-tax loss) of 29.4% in
1996. The principal difference between both the actual rates  and
the  statutory  rates  is  due to the  effect  of  non-deductible
expenses (principally goodwill).

Management Actions

      In  December  1994, after the acquisition of Alpharma  Oslo
from  A.L.  Industrier A.S., the Company announced  a  number  of
Management  Actions which included staff reductions  and  certain
product  line  and facilities rationalizations as  a  first  step
toward realizing combination synergies and maximizing the overall
position of the newly combined Company.

       In   September  1995,  the  Company  announced  additional
Management Actions which continued the process begun in  December
1994.  The  actions  included elimination  of  approximately  130
positions  company-wide  (77 employees  were  severed  in  1995),
further  efforts toward consolidation of operations in USPD,  the
utilization of substantial consulting resources focused primarily
on  accelerating the realization of certain combination  benefits
in  the  IPD  and  the sale in September of its  minority  equity
position  and certain other rights in a research and  development
company which was identified for disposal in December 1994.

      In  the  first  quarter of 1996, the Company continued  the
rationalization process and announced the reorganization  of  the
IPD   sales  and  marketing  organization  in  Scandinavia.   The
reorganization resulted in severing 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.

      In  the  second  quarter of 1996, the  Board  of  Directors
approved  an  IPD 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  a  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
locations  to  the  Lincolnton, North Carolina location.  In  the
second  quarter  of 1996, 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 included 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  provided for complete exit by early 1997 and resulted in  a
net  reduction  of  over  150 employees.  The  acceleration  plan
resulted  in  a  second quarter charge in 1996 for  severance  of
employees,  a 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  $0.5  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.

     Because of the time necessary to complete the transfers, the
production rationalization plans include stay bonus plans to keep
the  production work force intact 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
first  quarter  of  1997,  the USPD  stay  bonus  was  paid  upon
completion of the transfer.

      In  the  second half of 1996, additional Management Actions
included  a reorganization at USPD which resulted in severing  15
employees and a reorganization of the AHD business practices  and
staffing   levels  which  resulted  in  severing   and/or   early
retirement of 33 employees and other exit costs.

      As a result of the 1996 reorganizations in USPD and AHD the
Company believes annual payroll and payroll related costs of $2.5
million  have  been  eliminated. The  production  rationalization
plans  have begun to benefit operations in 1997 for USPD and  are
expected to benefit operations in IPD in late 1998.

Inflation

      The  effect of inflation on the Company's operations during
1997, 1996 and 1995 was not significant.

Liquidity and Capital Resources

      At  December  31,  1997, stockholders'  equity  was  $238.5
million compared to $186.0 million and $205.2 million at December
31, 1996, and 1995, respectively.  The ratio of long-term debt to
equity  was  .94:1, 1.26:1 and 1.07:1 at December 31, 1997,  1996
and  1995, respectively. The increase in stockholders' equity  in
1997  primarily  reflects net income in 1997 less dividends,  the
sale of $56.4 million in common stock in 1997 offset partially by
a  decrease in the translation adjustment ($18.9 million) due  to
the  weakening  of  the  Danish Krone, Norwegian  Krone  and  the
Indonesian Rupiah in 1997.

      Working  capital  at December 31, 1997 was  $139.8  million
compared  to  $119.2 million and $113.6 million at  December  31,
1996  and  1995, respectively. The current ratio  was  2.04:1  at
December  31, 1997 compared to 1.77:1 and 1.67:1 at December  31,
1996 and 1995, respectively.

      Significant fluctuations included accounts receivable being
higher  in  1997  by  $7.1 million resulting  from  substantially
higher  fourth  quarter  sales  in  the  USPD  and  the  European
subsidiaries.  Prior  year  accounts receivable  included  a  tax
refund  receivable of $7.2 million recorded in 1996  due  to  the
domestic tax loss incurred by the Company. The tax receivable was
collected  in  1997. Accrued expenses decreased due primarily  to
payments  in 1997 of accruals for severance related to Management
Actions set up in 1996.

      All working capital elements also decreased in 1997 in U.S.
Dollars  as the functional currencies of the Company's  principal
foreign  subsidiaries,  the  Danish Krone  and  Norwegian  Krone,
weakened  versus  the  U.S.  Dollar  as  compared  to   1996   by
approximately 15% and 14%, respectively. In addition, the  Danish
subsidiary   has   a  subsidiary  in  Indonesia   whose   assets,
liabilities and equity translated into substantially less  Danish
Krone and ultimately U.S. Dollars due to the devaluation in  1997
of  the  Indonesian  Rupiah.  The  approximate  decrease  due  to
currency  translation  was:  accounts  receivable  $5.9  million,
inventory $6.6 million and accounts payable and accrued  expenses
$4.7 million.

      The  Company  presently  has  various  capital  expenditure
programs  under  way and planned including the expansion  of  the
Lier,   Norway   facility.  In  1997,   the   Company's   capital
expenditures were $27.8 million, and in 1998 the Company plans to
spend a greater amount than in 1997.

      At  December  31,  1997,  the  Company  had  $50.2  million
available  under existing short-term unused lines of  credit  and
$11.0 million in cash.  In addition, the Company has $5.5 million
available  in  Europe under long-term lines of credit  and  $18.4
million available under an amended revolving credit facility. The
Company believes that the combination of cash from operations and
funds available under existing lines of credit will be sufficient
to  cover  its currently planned operating needs.  A  substantial
portion  of  the Company's short-term and long-term  debt  is  at
variable  interest rates. At December 31, 1997, the  Company  has
entered  into interest rate agreements to fix the interest  rates
for  $54.6 million of the variable debt at 5.7% plus the required
margin  through October 1998. The Company is considering  similar
transactions  to fix additional variable rate debt for  specified
periods  to  minimize  the impact of future changes  in  interest
rates.  The Company's policy is to selectively enter into  "plain
vanilla" agreements to fix interest rates for existing debt if it
is deemed prudent.

      In addition to investments for internal growth, the Company
has   intensified  its  pursuit  of  complementary  acquisitions,
particularly  in  human pharmaceuticals,  that  can  provide  new
products  and  market opportunities as well as leverage  existing
assets. In order to accomplish any significant acquisition, it is
likely  that the Company will need to obtain additional financing
in  the form of equity related securities and/or borrowings.  The
Company  is  currently  seeking between  $159  million  and  $185
million  of  financing through a private placement of convertible
subordinated  notes including a commitment of A.L. Industrier  to
purchase  at  least $59 million of such convertible  subordinated
debt.  Any new borrowings (other than pursuant to existing  lines
of  credit)  by  the  Company will require consent  of  the  bank
lenders  under the Company's revolving credit facility  who  have
approved the issuance of such convertible subordinated debt.  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  and receive approximately $79 million. Depending upon  the
timing  and  success of the Company's potential acquisitions  and
other  corporate  developments, the Company may  seek  additional
debt  or  equity  financing in the future  and  intends  to  seek
refinancing  of  the  indebtedness  under  its  revolving  credit
agreement which matures in 2000.

Year 2000

      The  Company  has taken various actions to  understand  the
nature and work required to make its systems year 2000 compliant.
The  Company  continues to evaluate the estimated costs  and  has
commenced  portions  of the work required to achieve  compliance.
While  compliance  has  and  will involve  additional  costs  the
Company  believes, based on current information, it will  achieve
year  2000  compliance without a material adverse effect  on  its
operations or financial position.

Recent Accounting Pronouncements

      In  June  1997, Statement of Financial Accounting Standards
("SFAS")  No. 130, "Reporting Comprehensive Income,"  was  issued
and   established  standards  for  reporting   and   display   of
comprehensive  income  and  its components  (revenues,  expenses,
gains,  and  losses) in the financial statements. This  statement
requires  that  all  items that are recognized  in  equity  under
accounting  standards be included as components of  comprehensive
income and be reported in a financial statement that is displayed
with the same prominence as other financial statements. SFAS  No.
130  addresses disclosure issues; and, therefore, will  not  have
any effect on the financial position or results of operations  of
the  Company.  The  Company is in the process of  evaluating  the
statement's  implementation.  This  statement  is  effective  for
fiscal years beginning after December 15, 1997.

      Also in June 1997 SFAS No. 131, "Disclosures About Segments
of  an  Enterprise  and  Related Information"  was  issued.  This
Statement,  which  supersedes Statement 14, "Financial  Reporting
for  Segments  of  a  Business  Enterprise,"  provides  different
criteria  for public companies to apply in reporting  information
about  segments by moving to the management approach  to  segment
reporting.  In addition, the statement has requirements  relating
to  disclosure of products, services, customers, and the material
countries  in which the entity holds assets and reports revenues.
This statement addresses disclosure issues and therefore will not
have an effect in the Company's financial position or results  of
operations.  The  Statement is effective  for  periods  beginning
after December 15, 1997.

     In February 1998 SFAS No. 132, "Employers' Disclosures about
Pensions  and  Other Postretirement Benefits"  was  issued.  This
statement  modifies  financial statement disclosures  related  to
pension and other postretirement plans, including standardization
of  disclosures for pension plans and other postretirement plans,
permitting  the  aggregation  of  information  regarding  certain
plans,  additional disclosures related to the change  in  benefit
obligations and the fair value of plan assets, and elimination of
certain  other  disclosures. This statement addresses  disclosure
issues  and  therefore will not have an effect on  the  Company's
financial position or results of operations, and is effective for
periods beginning after December 15, 1997.
RISK FACTORS

     This report  includes  certain forward  looking  statements.
          Like any company subject to a competitive business environment,
          the Company cannot guarantee the results predicted in any of the
          Company's forward-looking statements. Important factors that
          could cause actual results to differ materially from those in the
          forward-looking statements include (but are not limited to) the
          following:
Competition

     All of the Company's businesses operate in highly
competitive markets and many of the Company's competitors are
substantially larger and have greater financial, technical and
marketing resources than the Company.

      As  a result, the Company may be at a  disadvantage in  its
ability  to develop new products to meet competitive demands.  In
addition, once a product is approved, the Company may not be able
to   market its product (or establish a favorable market price)as
effectively as larger competitors.

      The  U.S.  generic pharmaceutical industry has historically
been  characterized by intense competition. As patents for brand-
name  products  and  other bases for market  exclusivity  expire,
prices  typically  decline  as  generic  competitors  enter   the
marketplace.  Normally, there is a further unit price decline  as
the   number   of   generic  competitors  increase   causing   an
intensifying  of competitive pricing. The timing of  these  price
decreases as to any particular product is unpredictable  and  can
result  in  a significantly curtailed profitable generic  product
life  cycle. In addition brand-name manufacturers frequently take
actions  to  prevent or discourage the use of generic equivalents
through  marketing  and  regulatory  activities  and  litigation.
During  1997, some branded pharmaceutical companies  appeared  to
increase  their efforts to utilize state and federal  legislative
and  regulatory forums to delay generic competition and limit the
branded product market erosion that occurs once patent protection
is lost for a branded product.

      Generic  pharmaceutical market conditions in the U.S.  were
further  exacerbated in the second half of 1996 by a  fundamental
shift  in industry distribution, purchasing and stocking patterns
resulting from increased importance of sales to major wholesalers
and  a  concurrent  reduction in sales to private  label  generic
distributors.  The Company believes that this trend continues  to
date.  Programs  initiated by major wholesalers have  accelerated
price   declines  and  have  had  a  negative  effect  on  sales.
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  wholesaler's
own marketing programs.

     The Company has been and will continue to be affected by the
competitive  and  changing nature of this industry.  Accordingly,
because of competition, the significance of relatively few  major
customers  (e.g. large wholesalers and chain stores),  a  rapidly
changing  market  and  uncertainty  of  timing  of  new   product
approvals, the sales volume, prices and profits of the  Company's
U.S.  Pharmaceutical  Division and its  generic  competitors  are
subject to unforeseen fluctuation.

      In  addition,  in Europe the Company is encountering  price
pressure  from  parallel  imports  (i.e.,  imports  of  identical
products  from lower priced markets under European  Union  ("EU")
laws   of  free  movement  of  goods)  and  general  governmental
initiatives to reduce drug prices. Parallel imports could lead to
lower  volume  growth and both parallel imports and  governmental
cost  containment  could create downward pressure  on  prices  in
certain  product  and  geographical market  areas  including  the
Nordic countries where the Company has significant sales.


Government Regulation

      The  research, development, manufacturing and marketing  of
the  Company's  products  are  subject  to  extensive  government
regulation  by  either  the  USFDA, or  the  U.S.  Department  of
Agriculture   ("USDA"),  as  well  as  by  the  Drug  Enforcement
Administration ("DEA"), the Federal Trade Commission ("FTC"), the
Consumer  Product Safety Commission ("CPSC"), and  by  comparable
authorities  in  the EU, Norway, Indonesia and  other  countries.
Although Norway is not a member of the EU, it is a member of  the
European Economic Association and, as such, has accepted  all  EU
regulations   with   respect   to   pharmaceuticals.   Government
regulation  includes  detailed inspection of  and  controls  over
testing,   manufacturing,  safety,  efficacy  labeling,  storage,
recordkeeping,   approval,  advertising,  promotion,   sale   and
distribution  of  pharmaceutical  products.  Noncompliance   with
applicable  requirements can result in civil or  criminal  fines,
recall  or  seizure of products, total or partial  suspension  of
production and/or distribution, debarment of individuals  or  the
Company from obtaining new generic drug approvals, refusal of the
government to approve new products and criminal prosecution. Such
government  regulation  substantially  increases  the   cost   of
producing human pharmaceutical and animal health products.

      In  the  U.S.,  the USFDA has imposed stringent  regulatory
requirements  relating to the operation of manufacturing  plants.
The  Company's U.S. manufacturing facilities, as well as  two  of
the  Company's  European  plants that  manufacture  products  for
export to the U.S. and certain of its contract manufacturers, are
affected  in  that  they are required to  comply  with  the  U.S.
manufacturing  regulations.  Failure  to  demonstrate  compliance
during  periodic  inspections  could  lead  to  a  cessation   or
curtailment  of plant operations. Similar regulatory requirements
exist  in the foreign countries where the Company or its contract
manufacturers have facilities, and in certain countries where the
Company  sells  its products, and non-compliance  could  lead  to
adverse events similar to those described above.

      The Company and its subsidiaries have filed applications to
market  pharmaceutical and animal health products with regulatory
agencies  both in the U.S. and internationally. The  approval  of
these  applications,  and  the  timing  of  such  approvals,  can
significantly  affect  future  revenues  and  income.   This   is
particularly  important  with respect  to  human  pharmaceuticals
where  it is the Company's strategy to obtain regulatory approval
to  market a generic formulation as soon as third party's  patent
protection ends and prior to the price erosion normally caused by
the entry of other generic competitors. There can be no assurance
that  new product approvals will be obtained in a timely  manner,
if  ever.  Failure to obtain such approvals, or  to  obtain  such
approvals when expected, could have a material adverse affect  on
the  Company's  business,  results of operations,  and  financial
condition.

       The   Company's  animal  health  products,  such  as  feed
additives, could be affected by legislation or regulatory rulings
reportedly   under  consideration  in  one  or   more   countries
restricting  the  sale of products containing antibiotics.  Based
upon public reports, the Company understands that the governments
of  certain European countries have banned the sale of certain of
such   products.   The  Company  cannot  predict   whether   such
initiatives  will  ultimately  affect  its  products.  Any   such
restrictive legislation or regulation in Norway or the U.S. would
have a significant effect on the Company's business.

     Regulatory compliance impacts operating expenses 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  regulatory
compliance (which have increased in recent years) may continue to
increase in the future.

      For a more detailed description of governmental regulations
see   "Information   Applicable  to  All  Business   Segments   -
Regulation".

Foreign Operations; Risk of Currency Fluctuation

      The  Company's  foreign operations are subject  to  various
risks which are not present in domestic operations, including, in
certain    countries,   currency   exchange   fluctuations    and
restrictions, restrictions on imports, government price controls,
restrictions  on the level of remittance of dividends,  interest,
royalties and other payments, the need for government approval of
new operations, the continuation of existing operations and other
corporate  actions,  political instability,  the  possibility  of
expropriation  and  uncertainty  as  to  the  enforceability   of
commercial rights, trademarks and other proprietary rights.

      The  Company's Far East operations, particularly  Indonesia
where  the  Company  has  a  manufacturing  facility,  are  being
affected by the wide currency fluctuations and decreased economic
activity in many countries in such geographical areas.  While the
Company's present exposure to economic factors in the Far East is
not  material,  the  region  is a  key  area  for  the  Company's
anticipated future growth.

      While  from time to time the Company may engage in  hedging
activities,   the   Company   cannot  predict   future   currency
fluctuations or future governmental regulatory actions  or  their
impact on the Company.


Dependence on Single Sources of Raw Material Supply and  Contract
Manufacturers

     Raw materials used in certain products are currently sourced
from  single qualified suppliers, both foreign and domestic,  and
certain  products sold by the Company are purchased  from  single
contract  manufacturers. Although the Company has not experienced
difficulty  to  date  in acquiring active  raw  materials,  other
materials for production development, or products purchased  from
contract  manufacturers, there can be no  assurance  that  supply
interruptions  will not occur in the future or that  the  Company
will  not have to obtain substitute materials or products,  which
would  require  additional  product  validations  and  regulatory
submissions.  Further,  there can be no assurance  that  contract
manufacturers  that supply the Company will continue  to  do  so.
Any  such  interruption of supply could have a  material  adverse
effect on the Company's ability to manufacture products, to  sell
products  manufactured under contract or to  obtain  or  maintain
regulatory approval of such products.

Third Party Reimbursement Pricing Pressures

     The Company's commercial success in producing, marketing and
selling   generic  products  will  depend,  in   part,   on   the
availability  of  adequate reimbursement from third-party  health
care  payers, such as government and private health insurers  and
managed  care  organizations. Third-party payers are increasingly
challenging  the pricing of medical products and services.  There
can  be  no  assurance that reimbursement will  be  available  to
enable  the Company to maintain its present product price levels.
In addition, the market for the Company's products may be limited
by  actions  of  third-party payers. For  example,  many  managed
health  care organizations are now controlling the pharmaceutical
products  for which reimbursement will be provided. The resulting
competition   among  pharmaceutical  companies  to  place   their
products  on these approved lists has created a trend of downward
pricing pressure in the industry. There can be no assurance  that
the Company's products will be included on the approved lists  of
managed care organizations or that downward pricing pressures  in
the  industry generally will not negatively impact the  Company's
business, results of operations and financial condition.

Potential Liability for Current Products

      Continuing  studies of the proper utilization, safety,  and
efficacy  of  pharmaceuticals and other health care products  are
being  conducted  by  industry, government agencies  and  others.
Such studies, which increasingly employ sophisticated methods and
techniques,  can call into question the utilization,  safety  and
efficacy  of previously marketed products and in some cases  have
resulted, and may in the future result, in the discontinuance  of
their  marketing and, in certain countries, give rise  to  claims
for damages from persons who believe they have been injured as  a
result   of  their  use.  The  Company's  business,  results   of
operations and financial condition could be materially  adversely
affected by the assertion of such a product liability claim.

Risks Associated with Potential Acquisitions

      The  Company  has  intensified its search for  acquisitions
which will provide new product and market opportunities, leverage
existing  assets  and  add  critical mass.  The  Company's  human
pharmaceutical   divisions  currently  are  actively   evaluating
various  acquisition possibilities, including joint ventures  and
licensing  arrangements. The Company cannot predict  whether  any
acquisition which meets its criteria will be available  on  terms
acceptable   to  the  Company,  that  financing  for   any   such
acquisitions  will be available on satisfactory terms,  that  the
Company will be able to accomplish its strategic objectives as  a
result  of  any such acquisition or that any business  or  assets
acquired by the Company will be integrated successfully into  the
Company's   operations.   Given   other   transactions   in   the
pharmaceutical industry, and the values of potential  acquisition
targets, any such acquisitions could initially be dilutive to the
Company's earnings and may add significant intangible assets  and
related goodwill amortization charges. Depending upon the  timing
and  success  of  the  Company's acquisition strategy  and  other
corporate developments, the Company may seek additional  debt  or
equity  financing, resulting in additional leverage and  dilution
of  ownership, respectively. There can be no assurance  that  the
Company's  acquisition strategy, or any other  component  of  its
strategy, will be successful.


Item 8.   Financial Statements and Supplementary Data

      See page F-1 of this Report, which includes an index to the
consolidated   financial  statements  and   financial   statement
schedule.

Item 9.   Changes  in  and  Disagreements  With  Accountants   on
          Accounting and Financial Disclosure

     Not applicable.
                            PART III

Item 10.  Directors and Executive Officers of the Registrant

      The  information as to the Directors of the Registrant  set
forth  under the sub-caption "Board of Directors" appearing under
the  caption  "Election  of Directors"  of  the  Proxy  Statement
relating  to  the Annual Meeting of Shareholders to  be  held  on
May  8, 1998, which Proxy Statement will be filed on or prior  to
March  30,  1998, is incorporated by reference into this  Report.
The information as to the Executive Officers of the Registrant is
included  in  Part I hereof under the caption Item 1A  "Executive
Officers  of the Registrant" in reliance upon General Instruction
G  to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-
K.


Item 11.  Executive Compensation

      The  information  to  be  set forth  under  the  subcaption
"Directors'  Fees  and Related Information" appearing  under  the
caption  "Board of Directors" of the Proxy Statement relating  to
the  Annual  Meeting of Shareholders to be held on May  8,  1998,
which  Proxy  Statement will be filed on or prior  to  March  30,
1998,  and the information set forth under the caption "Executive
Compensation   and   Benefits"  in  such   Proxy   Statement   is
incorporated into this Report by reference.

Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management

      The information to be set forth under the caption "Security
Ownership  of  Certain Beneficial Owners" of the Proxy  Statement
relating  to  the Annual Meeting of Stockholders expected  to  be
held  on  May  8,  1998,  is incorporated  into  this  Report  by
reference.   Such Proxy Statement will be filed on  or  prior  to
March 30, 1998.

      There  are  no  arrangements known to the  Registrant,  the
operation of which may at a subsequent date result in a change in
control of the Registrant.

Item 13.  Certain Relationships and Related Transactions

      The  information to be set forth under the caption "Certain
Related  Transactions and Relationships" of the  Proxy  Statement
relating  to  the Annual Meeting of Stockholders expected  to  be
held  on  May  8,  1998,  is incorporated  into  this  Report  by
reference.   Such Proxy Statement will be filed on  or  prior  to
March 30, 1998.

                            PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports  on
Form 8-K

List of Financial Statements

      See  page  F-1 of this Report, which includes an  index  to
consolidated   financial  statements  and   financial   statement
schedule.


List  of  Exhibits   (numbered in accordance  with  Item  601  of
Regulation S-K)

      3.1A   Amended and Restated Certificate of Incorporation of
the  Company,  dated  September  30,  1994  and  filed  with  the
Secretary of State of the State of Delaware on October  3,  1994,
was  filed as Exhibit 3.1 to the Company's 1994 Annual Report  on
Form 10-K and is incorporated by reference.

      3.1B    Certificate  of  Amendment of  the  Certificate  of
Incorporation of the Company dated September 15, 1995  and  filed
with the Secretary of State of Delaware on September 15, 1995 was
filed as Exhibit 3.1 to the Company's Amendment No. 1 to Form S-3
dated  September 21, 1995 (Registration on No. 33-60029)  and  is
incorporated by reference.

       3.2     Amended  and  Restated  By-Laws  of  the  Company,
effective as of October 3, 1994, were filed as Exhibit 3.2 to the
Company's 1994 Annual Report on Form 10-K and is incorporated  by
reference.

      4.1     Reference is made to Article Fourth of the  Amended
and Restated Certificate of Incorporation of the Company which is
referenced as Exhibit 3.1 to this Report.

      4.2     Warrant Agreement between the Company and The First
National  Bank  of  Boston, as warrant agent,  was  filed  as  an
Exhibit 4.2 to the Company's 1994 Annual Report on Form 10-K  and
is incorporated by reference.

        10.1     $185,000,000   Credit   Agreement   among   A.L.
Laboratories, Inc.,(now known as Alpharma U.S. Inc.) as Borrower,
Union Bank of Norway, as agent and arranger, and Den norske  Bank
AS,  as  co-arranger,  dated September 28,  1994,  was  filed  as
Exhibit 10.1 to the Company's 1994 Annual Report on Form 10-K and
is incorporated by reference.

      10.1A  Amendment to the Credit Agreement dated February 26,
1997  between the Company and the Union Bank of Norway, as  agent
was filed as Exhibit 10.1A to the Company's 1996 Annual Report on
Form 10K and is incorporated by reference.

      10.1B   Amendment to the Credit Agreement dated  April  10,
1997  between the Company and Union Bank of Norway, as agent  was
filed  as  Exhibit 10.a to the Company's March 31, 1997 quarterly
report on Form 10Q and is incorporated by reference.

      Copies of debt instruments (other than those listed  above)
for  which  the related debt does not exceed 10% of  consolidated
total  assets  as of December 31, 1997 will be furnished  to  the
Commission upon request.

      10.2    Parent Guaranty, made by the Company  in  favor  of
Union Bank of Norway, as agent and arranger, and Den norske  Bank
AS, as co-arranger, dated September 28, 1994 was filed as Exhibit
10.2  to  the  Company's 1994 Annual Report on Form 10-K  and  is
incorporated by reference.

      10.3    Restructuring Agreement, dated as of May 16,  1994,
between the Company and Apothekernes Laboratorium A.S (now  known
as  A.L.  Industrier AS) was filed as Exhibit A to the Definitive
Proxy  Statement dated August 22, 1994 and is incorporated herein
by reference.

      10.4    Employment  Agreement dated  January  1,  1987,  as
amended  December 12, 1989, between I. Roy Cohen and the  Company
and  A.L.  Laboratories, Inc. was filed as Exhibit  10.3  to  the
Company's  1989  Annual Report on Form 10-K and  is  incorporated
herein by reference.

      10.5    Control  Agreement dated February 7,  1986  between
Apothekernes  Laboratorium A.S (now known as A.L. Industrier  AS)
and  the Company was filed as Exhibit 10.10 to the Company's 1985
Annual  Report  on  Form  10-K  and  is  incorporated  herein  by
reference.

      10.6   Amendment to Control Agreement dated October 3, 1994
between  A.L.  Industrier  AS  (formerly  known  as  Apothekernes
Laboratorium  A.S) and the Company was filed as Exhibit  10.6  to
the Company's 1994 Annual Report on Form 10-K and is incorporated
by reference.

      10.6A   Amendment to Control Agreement dated  December  19,
1996  between  A.L. Industrier AS and the Company  was  filed  as
Exhibit  10.6A to the Company's 1996 Annual Report on  Form  10-K
and is incorporated by reference.

      10.7    The  Company's  1997  Incentive  Stock  Option  and
Appreciation  Right Plan, as amended was filed as an  Exhibit  to
the  Company's  1996  Proxy  Statement  and  is  incorporated  by
reference.

      10.8   Employment agreement dated July 30, 1991 between the
Company  and  Jeffrey E. Smith was filed as Exhibit 10.8  to  the
Company's 1991 Annual Report on Form 10-K and is incorporated  by
reference.

      10.9    Employment agreement between the Company and Thomas
Anderson dated January 13, 1997 was filed as Exhibit 10.9 to  the
Company's 1996 Annual Report on Form 10-K and is incorporated  by
reference.

     10.10  Employment Agreement between the Company and Bruce I.
Andrews  dated  April 7, 1997 was filed as Exhibit  10.b  to  the
Company's  March 31, 1997 quarterly report on Form  10-Q  and  is
incorporated by reference.

      10.11   Lease  Agreement  between A.L.  Industrier  AS,  as
landlord, and Alpharma AS, as tenant, dated October 3,  1994  was
filed  as  Exhibit 10.10 to the Company's 1994 Annual  Report  on
Form 10-K and is incorporated by reference.

       10.12   Administrative  Services  Agreement  between  A.L.
Industrier AS and Alpharma AS dated October 3, 1994 was filed  as
Exhibit  10.11 to the Company's 1994 Annual Report on  Form  10-K
and is incorporated by reference.

     10.13  Employment agreement dated March 14, 1996 between the
Company and Einar W. Sissener was filed as Exhibit 10.13  to  the
Company's 1995 Annual Report on Form 10-K and is incorporated  by
reference.

      10.14   Employment contract dated October 5,  1989  between
Apothekernes Laboratorium A.S (transferred to Alpharma  Oslo  per
the combination transaction) and Ingrid Wiik was filed as Exhibit
10.13  to  the Company's 1994 Annual Report on Form 10-K  and  is
incorporated by reference.

      10.15   Employment contract dated October 5,  1989  between
Apothekernes Laboratorium A.S (transferred to Alpharma  Oslo  per
the  combination transaction) and Thor Kristiansen was  filed  as
Exhibit  10.14 to the Company's 1994 Annual Report on  Form  10-K
and is incorporated by reference.

      10.16   Employment contract dated October 2,  1991  between
Apothekernes Laboratorium A.S (transferred to Alpharma  Oslo  per
the  combination  transaction) and  Knut  Moksnes  was  filed  as
Exhibit  10.15 to the Company's 1994 Annual Report on  Form  10-K
and is incorporated by reference.

      10.17  Agreement dated April 28, 1997 between D.E.Cohen and
the Company is filed as an Exhibit to this report.

      10.18   Stock  Subscription and  Purchase  Agreement  dated
February  10,  1997 between the Company and A.L.  Industrier  was
filed as Exhibit 10 on Form 8-K filed on February 19, 1997 and is
incorporated by reference.

      10.18a  Amendment No. 1 to Stock Subscription and  Purchase
Agreement  dated  June  26, 1997, between the  Company  and  A.L.
Industrier AS was filed as an Exhibit to the Company's  Form  8-K
dated June 27, 1997 and is incorporated by reference.

      10.19   Note Purchase Agreement dated March 5, 1998 between
the Company and A.L. Industrier AS is filed as an exhibit to this
report.

      21      A list of the subsidiaries of the Registrant as  of
March 1, 1998 is filed as an exhibit to this Report.

      23      Consent  of  Coopers & Lybrand L.L.P.,  Independent
Accountants, is filed as an exhibit to this Report.

     27     Financial Data Schedule

      See  exhibit index on Page E-1 for exhibits filed with this
report.

Report on Form 8-K

      No  reports  on  Form 8-K was filed for the  quarter  ended
December 31, 1997.

Undertakings

      For  purposes of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities
Act  of  1933,  the undersigned Registrant hereby  undertakes  as
follows,  which  undertaking shall be incorporated  by  reference
into  Registrant's Registration Statement on  Form  S-8  No.  33-
60495:

     Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors,  officers
and  controlling  persons  of  the  Registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  Registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in  the  Securities Act of  1933  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

                           SIGNATURES

      Pursuant to the requirements of Section 13 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

March  9, 1998                ALPHARMA INC.
                              Registrant


                              By: /s/ Einar W. Sissener
                                  Einar W. Sissener
                                  Chairman, Director and
Chief Executive Officer

     Pursuant to the requirements of the Securities and Exchange Act of
1934,  this  Report has been signed below by the following persons  on
behalf  of  the  Registrant and in the capacities  and  on  the  dates
indicated.


Date:  March 9, 1998                    /s/ Einar W. Sissener
                              Einar W. Sissener
                                   Chairman, Director and
                                   Chief Executive Officer



Date:  March 9, 1998                    /s/ Jeffrey E. Smith
                                   Jeffrey E. Smith
                                     Vice   President,   Finance   and
Chief Financial Officer
                                   (Principal accounting officer)




Date:  March 9, 1998                    /s/ I. Roy Cohen
                                   I. Roy Cohen
                                   Director and Chairman of the
                                   Executive Committee




Date:  March 9, 1998                    /s/ Thomas G. Gibian
                                   Thomas G. Gibian
                                   Director and Chairman of the
                                   Audit Committee



Date:  March   , 1998              __________________________
                                   Glen E. Hess
                                   Director



Date:  March 9, 1998                    /s/ Peter G. Tombros
                                   Peter G. Tombros
                                   Director and Chairman
                              of the Compensation Committee




Date:  March 9, 1998                    /s/ Erik G. Tandberg
                                   Erik G. Tandberg
                                   Director



Date:  March   , 1998              __________________________
                                   Gert Munthe
                                   Director


   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

                         ______________




                                                       Page

Consolidated Financial Statements:

  Report of Independent Accountants                         F-2

  Consolidated Balance Sheet at
     December 31, 1997 and 1996                        F-3

  Consolidated Statement of Operations for
     the years ended December 31, 1997,
     1996 and 1995                                     F-4

  Consolidated Statement of Stockholders'
     Equity for the years ended
     December 31, 1997, 1996 and 1995                F-5 to F-8

  Consolidated Statement of Cash Flows
     for the years ended December 31, 1997,
     1996 and 1995                                   F-9 to F-10

  Notes to Consolidated Financial Statements         F-11 to F-44

Financial  statement schedules are omitted for  the  reason  that
they  are  not applicable or the required information is included
in the consolidated financial statements or notes thereto.
               REPORT OF INDEPENDENT ACCOUNTANTS




To the Stockholders and
 Board of Directors of
 Alpharma Inc.:


      We  have  audited the consolidated financial statements  of
Alpharma  Inc.  and Subsidiaries (the "Company")  listed  in  the
index  on page F-1 of this Form 10-K.  These financial statements
are   the  responsibility  of  the  Company's  management.    Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

      We  conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

      In  our opinion, the financial statements referred to above
present  fairly,  in  all  material  respects,  the  consolidated
financial  position  of   Alpharma Inc. and  Subsidiaries  as  of
December 31, 1997 and 1996 and the consolidated results of  their
operations  and their cash flows for each of the three  years  in
the  period ended December 31, 1997 in conformity with  generally
accepted accounting principles.





                                        COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
February 25, 1998

                 ALPHARMA INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                (In thousands, except share data)

                                               December 31,
                                            1997         1996
ASSETS
Current assets:
 Cash and cash equivalents              $ 10,997      $ 15,944
 Accounts receivable, net                127,637       120,551
 Inventories                             121,451       123,585
 Prepaid expenses and other
  current assets                          13,592        14,779

     Total current assets                273,677       274,859

Property, plant and equipment, net       199,560       209,803
Intangible assets, net                   149,816       119,918
Other assets and deferred charges          8,813         8,827

       Total assets                     $631,866      $613,407

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt       $ 10,872     $  4,966
 Short-term debt                          39,066        60,952
 Accounts payable                         27,659        30,557
 Accrued expenses                         51,139        57,731
 Accrued and deferred income taxes          5,190        1,445

     Total current liabilities           133,926       155,651

Long-term debt                           223,975       233,781
Deferred income taxes                     26,360        29,882
Other non-current liabilities              9,132         8,051

Stockholders' equity:
 Preferred stock, $1 par value,
   no shares issued
 Class A Common Stock, $.20
   par value, 16,118,606 and
   13,813,516 shares issued                3,224         2,762
 Class B Common Stock, $.20 par value,
  9,500,000 and 8,226,562 shares issued    1,900         1,646
 Additional paid-in capital              179,636       122,252
 Foreign currency translation adjustment (8,375)        10,491
 Retained earnings                        68,206        54,996
 Treasury stock, 275,382 and 274,786
  shares of Class A Common Stock,
  at cost                                (6,118)       (6,105)

     Total stockholders' equity          238,473       186,042
         Total liabilities and
           stockholders' equity         $631,866      $613,407


         See notes to consolidated financial statements.
                 ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF OPERATIONS
              (In thousands, except per share data)

                                      Years Ended December 31,
                                     1997     1996       1995

Total revenue                     $500,288  $486,184   $520,882
  Cost of sales                    289,235  297,128     302,127

Gross profit                       211,053  189,056    218,755
  Selling, general and
    administrative expenses        164,155   185,136    166,274

Operating income                    46,898     3,920     52,481
  Interest expense                (18,581)  (19,976)   (21,993)
   Other income (expense), net       (567)    (170)       (260)

Income (loss) before
  income taxes                      27,750(16,226)      30,228
     Provision (benefit) for
      income taxes                  10,342 (4,765)       11,411

Net income (loss)                 $ 17,408 $(11,461)   $ 18,817

Average common shares outstanding:
  Basic                             22,695    21,715     21,631
  Diluted                           22,780    21,715     21,754

Earnings (loss) per common share:
  Basic                            $    .77   $  (.53) $    .87
  Diluted                          $    .76   $  (.53) $    .87

         See notes to consolidated financial statements.
                         ALPHARMA INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                             (COMMON STOCK ACCOUNTS)
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                              Class    Class
                                                A        B
                                             Common    Common
                                             Stock     Stock           Treasury Stock    Total
                                   Common                                                Common
                                   Shares         Par       Par         Shares           Stock
                                   Issued        Value     Value        Held       Cost    Accounts
<S>                                <C>           <C>        <C>        <C>         <C>       <C>     
Balance,  December  31,  1994      21,845,353    $2,724     $1,646     (248,920)   $(5,522)  $(1,152)

Purchase   of  treasury  stock                                          (14,097)      (300)     (300)
Exercise of stock options
  (Class A) and other                  44,025         9                                            9 
Employee stock purchase plan           36,776         7                                            7
Balance,  December  31,  1995      21,926,154    $2,740     $1,646     (263,017)   $(5,822)  $(1,436)

Purchase   of  treasury  stock                                          (11,769)      (283)     (283)
Exercise of stock options
  (Class A) and other                  66,637        13                                           13
Employee stock purchase plan           47,287         9                                            9
Balance,  December  31,  1996      22,040,078    $2,762     $1,646     (274,786)   $(6,105)  $(1,697)

Purchase   of  treasury  stock                                             (596)       (13)      (13)
Exercise of stock options
  (Class A) and other                  63,300        14                                            14
Exercise of stock rights
  (Class A)                         2,201,837       440                                           440
Stock subscription by
  A.L. Industrier (Class B)         1,273,438                254                                 254
Employee stock purchase plan           39,953         8                                             8

Balance,  December  31,  1997      25,618,606    $3,224     $1,900     (275,382)   $(6,118)  $  (994)
</TABLE>


                         ALPHARMA INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        (In thousands, except share data)

<TABLE>
<CAPTION>                                                          Foreign                   Total
                                Common               Additional    Currency                  Stock-
                                Stock                  Paid-In     Translation    Retained   holders'
                                Accounts               Capital     Adjustment     Earnings   Equity
<S>                             <C>                    <C>           <C>          <C>          
Balance, December 31, 1994      $(1,152)               $118,833      $  8,125     $55,482    $181,288

Net income - 1995                                                                  18,817      18,817
Dividends declared
  ($.18 per common share)                                                          (3,914)     (3,914)
Net foreign currency
  translation adjustment                                                7,759                   7,759
Tax benefit realized from
  stock option plan                                        137                                    137
Purchase of treasury stock         (300)                                                         (300)
Exercise of stock options
  (Class A)                           9                    578                                    587
Employee stock purchase plan          7                    809                                    816


Balance, December 31, 1995      $(1,436)               $120,357      $ 15,884      $70,385    $205,190

Net loss - 1996                                                                     (11,461)   (11,461)
Dividends declared
  ($.18 per common share)                                                            (3,928)    (3,928)
Net foreign currency
  translation adjustment                                               (5,393)                  (5,393)
Tax benefit realized from
  stock option plan                                        202                                     202
Purchase of treasury stock         (283)                                                          (283)
Exercise of stock options
  (Class A)                          13                    862                                     875
Employee stock purchase plan          9                    831                                     840


Balance, December 31, 1996      $(1,697)              $122,252       $ 10,491      $54,996    $186,042

Net income - 1997                                                                   17,408      17,408
Dividends declared
  ($.18 per common share)                                                           (4,198)     (4,198)
Net foreign currency
  translation adjustment                                              (18,866)                  (18,866)
Tax benefit realized from
  stock option plan                                       228                                       228
Purchase of treasury stock          (13)                                                            (13)
Exercise of stock options
  (Class A)                          14                   794                                       808
Exercise of stock rights
  (Class A)                         440                35,538                                     35,978
Stock subscription by
  A.L. Industrier (Class B)         254                20,125                                     20,379
Employee stock purchase plan          8                   699                                        707

Balance, December 31, 1997      $  (994)             $179,636        $ (8,375)     $68,206      $238,473
</TABLE>
                                        
                 See notes to consolidated financial statement.
                 ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                    (In thousands of dollars)

                                                  Years     Ended
                                                    December 31,
                                             1997      1996       1995
Operating activities:
  Net income (loss)                       $17,408  $(11,461)    $18,817
  Adjustments to reconcile net income
    (loss) to net cash provided by
    operating activities:
  Depreciation and amortization            30,908     31,503     31,022
  Deferred income taxes                   (1,101)    (3,104)    1,054
  Noncurrent asset write-offs                 -        5,753        -
  Change in assets and liabilities, net
    of effects from business
    acquisitions:
     (Increase) decrease in accounts
        receivable                       (13,029)      9,204    (9,295)
     (Increase) in inventory              (2,121)    (5,876)   (10,468)
     (Increase) decrease in prepaid
        expenses and other current
        assets                            (1,013)      (595)    (1,462)
     Increase (decrease) in accounts
        payable and accrued expenses      (4,782)      3,346    4,462
     Increase (decrease) in accrued
        income taxes                        4,077    (4,523)     2,802
  Other, net                                  616        574     (104)
     Net cash provided by operating
       activities                          30,963     24,821   36,828

Investing activities:

  Capital expenditures                   (27,783) (30,874)     (24,836)
  Purchase of businesses
     and intangibles                     (44,029)        -      (3,500)
  Other                                     -         (348)        579

      Net cash used in investing
        activities                       (71,812)   (31,222)   (27,757)

                                
                     Continued on next page.
         See notes to consolidated financial statements.

                 ALPHARMA INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                    (In thousands of dollars)



                                                  Years     Ended
                                                    December 31,
                                             1997       1996      1995
Financing activities:

  Net repayments
    under lines of credit               $(19,389)   $  (630) $    (296)
  Proceeds of long-term debt               27,506     24,213   9,000
  Reduction of long-term debt            (25,366)   (17,137)  (13,121)
  Dividends paid                          (4,198)    (3,928)    (3,914)
  Treasury stock acquired                    (13)      (283)      (300)
  Proceeds from issuance of stock
    (Class A)                              35,978          -          -
  Proceeds from issuance of stock
    (Class B)                              20,379          -          -
  Proceeds from employee stock option
    and stock purchase plan                 1,515      1,715      1,403
  Other, net                                  227        201        137
      Net cash provided by (used in)
        financing activities               36,639      4,151    (7,091)

Exchange rate changes:

  Effect of exchange rate changes
    on cash                               (1,606)      (627)    1,338
  Income tax effect of exchange rate
    changes on intercompany advances          869        470      (479)
Net cash flows from exchange rate
       changes                              (737)      (157)       859
Increase (decrease) in cash and cash
  equivalents                             (4,947)    (2,407)     2,839
Cash and cash equivalents at
  beginning of year                        15,944     18,351     15,512
Cash and cash equivalents at
  end of year                             $10,997    $15,944    $18,351



         See notes to consolidated financial statements.
                 ALPHARMA INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (In thousands, except share data)


     1.   The Company:
     
      Alpharma   Inc.,   (the  "Company")  is   a   multinational
pharmaceutical company which develops, manufactures  and  markets
specialty  generic  and  proprietary  human  pharmaceutical   and
animal health products.

     In  1994  the  Company  acquired the pharmaceutical,  animal
health,  bulk  antibiotic  and  aquatic  animal  health  business
("Alpharma Oslo") of A.L. Industrier A.S ("A.L. Industrier")  the
beneficial  owner  of  100%  of the  outstanding  shares  of  the
Company's  Class B Stock. The Class B stock represents  37.5%  of
the total outstanding common stock. (See Note 16.)

     Upon  consummation of the acquisition of Alpharma Oslo,  the
Company   was   reorganized  on  a   global   basis   into   five
decentralized  divisions each operating under  either  the  Human
Pharmaceutical business or the Animal Health business.
     
      The  Company's  Human Pharmaceutical business  consists  of
three divisions: The U.S. Pharmaceuticals Division ("USPD"),  The
International  Pharmaceuticals  Division  ("IPD")  and  the  Fine
Chemicals  Division  ("FCD"). The USPD's principal  products  are
generic  liquid  and topical pharmaceuticals  sold  primarily  to
wholesalers,  distributors and merchandising  chains.  The  IPD's
principal  products are dosage form pharmaceuticals and  adhesive
bandages sold primarily in Scandinavia and western Europe as well
as  Indonesia  and  certain middle eastern countries.  The  FCD's
principal  products are bulk pharmaceutical antibiotics  sold  to
the pharmaceutical industry in the U.S. and worldwide for use  as
active substances in a number of finished pharmaceuticals.

      The  Company's  Animal  Health  business  consists  of  two
divisions:  The  Animal Health Division ("AHD") and  the  Aquatic
Animal Health Division ("AAHD"). The AHD's principal products are
feed additive and other animal health products for animals raised
for commercial food production (principally poultry and swine) in
the  U.S.  and  worldwide.  The  AAHD  manufactures  and  markets
vaccines primarily for use in immunizing farmed fish (principally
salmon)  worldwide with a concentration in Norway. (See  Note  20
for segment and geographic information.)

     A.L. Industrier, a Norwegian company, is able to control the
Company through its ability to elect more than a majority of  the
Board  of  Directors and to cast a majority of the votes  in  any
vote of the Company's stockholders. (See Note 16.)

2.   Summary of Significant Accounting Policies:

     Principles of consolidation:

      The  consolidated financial statements include the accounts
of  the  Company and its domestic and foreign subsidiaries.   The
effects  of all significant intercompany transactions  have  been
eliminated.

     Use of Estimates:

      The  preparation of financial statements in conformity with
generally  accepted accounting principles requires management  to
make  estimates  and assumptions. The estimates  and  assumptions
affect  the  reported  amounts  of assets  and  liabilities,  the
disclosure  of contingent assets and liabilities at the  date  of
the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.

     Cash equivalents:

      Cash equivalents include all highly liquid investments that
have an original maturity of three months or less.

     Inventories:

      Inventories are valued at the lower of cost or market.  The
last-in, first-out (LIFO) method is principally used to determine
the  cost  of the USPD manufacturing subsidiary inventories.  The
first-in, first-out (FIFO) and average cost methods are  used  to
value remaining inventories.

     Property, plant and equipment:

       Property,  plant  and  equipment  are  recorded  at  cost.
Expenditures  for additions, major renewals and  betterments  are
capitalized  and  expenditures for maintenance  and  repairs  are
charged  to income as incurred.  When assets are sold or retired,
their cost and related accumulated depreciation are removed  from
the accounts, with any gain or loss included in net income.

      Interest is capitalized as part of the acquisition cost  of
major construction projects.  In 1997, 1996 and 1995, $407,  $572
and $318 of interest cost was capitalized, respectively.

      Depreciation is computed by the straight-line  method  over
the estimated useful lives which are generally as follows:

          Buildings                 30-40 years
          Building improvements     10-30 years
          Machinery and equipment    2-20 years

     Intangible assets:

      Intangible assets represent the excess of cost of  acquired
businesses  over  the underlying fair value of the  tangible  net
assets  acquired  and  the  cost of technology,  trademarks,  New
Animal Drug Applications ("NADAs"), and other non-tangible assets
acquired  in  product  line acquisitions. Intangible  assets  are
amortized on a straight-line basis over their estimated period of
benefit.  The Company analyzes its intangible assets by division,
based  upon estimated future undiscounted cash flows. At December
31,  1997 and 1996 such analyses did not demonstrate any evidence
of   impairment.  The  following  table  is  net  of  accumulated
amortization   of  $50,514  and  $42,982  for  1997   and   1996,
respectively.

                                   1997      1996     Life
Excess of cost of acquired
businesses over the fair value
of the net assets acquired       $92,228     98,304    20 - 40

Technology, trademarks, NADAs
and   other                       57,588     21,614     6 - 20

                                $149,816   $119,918

     Foreign currency translation and transactions:

       The  assets  and  liabilities  of  the  Company's  foreign
subsidiaries  are  translated  from their  respective  functional
currencies  into U.S. Dollars at rates in effect at  the  balance
sheet  date.  Results of operations are translated using  average
rates  in  effect during the year.  Foreign currency  transaction
gains  and  losses  are  included in  income.   Foreign  currency
translation  adjustments are accumulated in a separate  component
of   stockholders'  equity.   The  foreign  currency  translation
adjustment  for  1997, 1996 and 1995 is net of  $869,  $470,  and
($479),   respectively,  representing  the  foreign  tax  effects
associated with intercompany advances to foreign subsidiaries.

     Foreign exchange contracts:

       The  Company  selectively  enters  into  foreign  exchange
contracts  to  buy and sell certain cash flows in  non-functional
currencies  and to hedge certain firm commitments due in  foreign
currencies. Foreign exchange contracts, other than hedges of firm
commitments,  are accounted for as foreign currency  transactions
and  gains  or  losses are included in income. Gains  and  losses
related  to hedges of firm commitments are deferred and  included
in the basis of the transaction when it is completed.

     Interest Rate Transactions:

     The Company selectively enters into interest rate agreements
which  fix the interest rate to be paid for specified periods  on
variable rate long-term debt.  The effect of these agreements  is
recognized  over the life of the agreements as an  adjustment  to
interest expense.

     Income Taxes:

      The provision for income taxes includes federal, state  and
foreign income taxes currently payable and those deferred because
of  temporary differences in the basis of assets and  liabilities
between   amounts  recorded  for  financial  statement  and   tax
purposes.  Deferred  taxes  are calculated  using  the  liability
method.

       At   December  31,  1997,  the  Company's  share  of   the
undistributed  earnings  of its foreign  subsidiaries  (excluding
cumulative   foreign   currency  translation   adjustments)   was
approximately  $44,800. No provisions are made  for  U.S.  income
taxes  that  would be payable upon the distribution  of  earnings
which  have been reinvested abroad or are expected to be returned
in  tax-free distributions. It is the Company's policy to provide
for U.S. taxes payable with respect to earnings which the Company
plans to repatriate.

     Accounting for Postretirement Benefits:

       The  Company  accounts  for  postretirement  benefits   in
accordance  with  Statement  of  Financial  Accounting  Standards
"SFAS" No. 106 "Employers' Accounting for Postretirement Benefits
Other  than Pensions".  The statement requires accrual accounting
for these benefits over the service lives of the employees.

     Earnings Per Share:

     At year end 1997, the Company adopted Statement of Financial
Accounting Standards No. 128 that requires the reporting of  both
basic and diluted 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  and  the  diluted effect  of  the  warrants  when
appropriate.  Such options and warrants did not have  a  dilutive
effect  in 1996. Prior periods have been restated to reflect  the
new standard.

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

                                    1997       1996       1995
     (Shares in thousands)                             
Average shares outstanding-basic  22,695     21,715     21,631
                                                       
Stock options                         85        -          123
                                                       
Warrants                            -            -         -
                                                       
Average shares                                         
  outstanding - diluted           22,780     21,715     21,754

      Stock options outstanding in each year and weighted average
exercise  prices are included in Note 18. The amount of  dilution
attributable  to  the options  determined by the  treasury  stock
method  will depend on the average market price of the  Company's
common  stock  each year. Warrants to purchase common  stock  are
outstanding  and  do  not  have a dilutive  effect  in  that  the
exercise  price exceeded the average market price each year.  The
numerator  for the calculation of both basic and diluted  is  net
income (loss) for each year.

     Accounting for Stock Based Compensation:

     Effective January 1, 1996, the Company adopted SFAS No. 123,
"Accounting   for   Stock-Based   Compensation."   The   standard
establishes   a   fair  value  method  of  accounting   for   or,
alternatively, disclosing the pro-forma effect of the fair  value
method  of  accounting  for stock-based compensation  plans.  The
Company has adopted the disclosure alternative. As a result,  the
adoption  of  this standard did not have any impact  on  reported
results of operations and financial position.

3.   Management Actions - 1995 and 1996

     As a result of the acquisition of Alpharma Oslo (Note 1), in
December  1994  the Board of Directors approved a  plan  and  the
Company  announced  Management  Actions  which  included  exiting
certain  businesses and product lines which did not fit into  the
Company's   strategic  direction,  severing   certain   employees
employed in the businesses or product lines to be exited or whose
positions had become redundant as a result of the acquisition and
the  sale  or  exiting of certain support facilities  which  also
became  redundant as a result of the acquisition.  The net  after
tax  effect  of the 1994 Management Actions described  above  was
$14,500  ($  .67  per  share).  All  of  the  Management  Actions
commenced in 1994 have been completed.

      In  the  third  quarter  of  1995,  the  Company  announced
additional  Management Actions which continued the process  begun
in  December 1994. The actions occurred in the third  and  fourth
quarters  of  1995  and included severance of  certain  employees
company  wide, further efforts toward consolidation of operations
in  the USPD, the utilization of substantial consulting resources
focused  primarily  on  accelerating the realization  of  certain
combination benefits in the IPD and the sale in September of  its
minority equity position and certain other product rights  in  an
R&D  company  which was identified for disposal  in  December  of
1994.

      The net effect of the additional Management Actions for the
year  ended  December  31, 1995 was a net reduction  of  selling,
general  and administrative expenses of $159 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 ($6,304). The expenses  of  the
other Management Actions were $4,556 for consulting services  and
$1,748  for severance for 77 employees in the IPD, USPD and  AHD.
The  net  after  tax effect of the 1995 actions was approximately
zero.

      In  1996,  the  IPD  continued to take  additional  actions
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  May  1996, the Board of Directors approved a production
rationalization plan which included the transfer of  all  tablet,
ointment and liquid production from Copenhagen, Denmark to  Lier,
Norway.  The  full transfer is expected to be completed  in  late
1998  and  will  result  in the reduction  of  approximately  175
employees (primarily involved in production). The rationalization
plan  resulted  in  a charge in the second quarter  of  1996  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
USPD   plan   to  accelerate  a  consolidation  of  manufacturing
operations within USPD.

     The plan included 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  provided  for
complete  exit  by  early 1997 and resulted  in  a  reduction  of
approximately  200 employees (i.e. all production, administration
and  support  personnel  at the plants).  The  acceleration  plan
resulted  in a charge in the second quarter of 1996 for severance
of employees, a write-off of leasehold improvements and machinery
and  equipment  and  significant exit costs  including  estimated
remaining  lease costs and refurbishment costs for the facilities
being exited.

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

      In  the  second half of 1996 the USPD's Management  Actions
were  adjusted for the sale of the Able tablet 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  which would have been incurred in closing the facility.
The  net reduction of the second quarter charge for the sale  was
$1,400  and  included the net proceeds received on  the  sale  of
approximately  $500.  In  addition  in  1996  certain  staff  and
executives  at  USPD headquarters were terminated (15  employees)
resulting  in  severance  of $782. In  1997  USPD  completed  the
transfer  of  production, paid the stay  bonus  as  accrued,  and
severed all identified employees.

      As  a result of difficult market conditions experienced  in
1996,  the  Company's  AHD reviewed its  business  practices  and
staffing   levels.  As  a  result  33  salaried  employees   were
terminated  or elected an early retirement program.  Concurrently
office space was vacated resulting in a charge for the write  off
of   leasehold  improvements  and  lease  payments  required   to
terminate  the lease. In addition, the AHD distribution  business
was reviewed and a number of minor products were discontinued.

      A  summary of 1996 charges and expenses resulting from  the
Management  Actions  which are included in  cost  of  goods  sold
($1,100),  and  selling,  general  and  administrative   expenses
($17,700)follows:

Pre-Tax
Amount       Description

$11,200      Severance and employee termination benefits for  all
             1996  employee  related actions  (approximately  450
             employees  are  to be terminated;  at  December  31,
             1997 approximately 355 employees were terminated).

   1,000       Stay  bonus accrued, as earned as of December  31,
               1996.

  4,175      Write  off  of building, leasehold improvements  and
             machinery  and equipment. (Net of sales proceeds  of
             approximately $500 in the third quarter of 1996.)

    550      Accrual  of the non cancelable term of the operating
             leases  and estimated refurbishment costs for exited
             USPD facilities.

  1,875      Exit  costs for demolition of facilities,  clean  up
             costs and other.
 ______
$18,800

      The net after tax effect of the 1996 Management Actions was
a loss of approximately $12,600 or ($.58 per share).

      A  summary  of  the  liabilities set up for  severance  and
included  in  accrued  expenses is  as  follows  (including  stay
bonus):

                                       1995       1996
                                     Actions     Actions
                                                
      1995                                      
       Accruals                      $1,748     
       Payments                       (463)     
       Translation and                          
         adjustments                    -
                                                
     Balance, December 31, 1995       1,285     
      1996                                      
       Accruals                         -       $11,338
       Payments                     (1,270)     (2,122)
       Translation and                          
         adjustments                    -           (2)
                                                
     Balance, December 31, 1996      $   15     $ 9,214
      1997                                          
       Accruals - Stay bonus IPD        -            652
       Payments                          (15)     (5,980)
       Translation and                          
         adjustments                    -           (479)
                                                
     Balance, December 31, 1997      $  -       $ 3,407
                                                

4.   Business and Product Line Acquisitions:

      The  following acquisitions were accounted  for  under  the
purchase method and the accompanying financial statements reflect
results of operations from their respective acquisition dates.

      In  November  1997,  the  Company  acquired  the  worldwide
polymyxin  business  from Cultor Food Science.  Polymyxin  is  an
antibiotic mainly used in topical ointments and creams as well as
for eye treatments.

      The transaction includes product technology, registrations,
customer  information  and  inventories.  The  Company  currently
manufactures polymyxin in its Copenhagen facility and intends  to
manufacture  its  additional  polymyxin  requirements   at   this
facility.  The  cost  was  approximately $16,500  which  included
approximately  $500  of inventory. The balance  of  the  purchase
price  has been allocated to intangible assets and will generally
be  amortized over 15 years. The purchase agreement also provides
for  a contingent payment and future royalties in the event  that
certain  sales  levels are achieved of a product presently  being
developed  by  an  independent pharmaceutical  company  utilizing
polymyxin supplied by the Company.

      In  September  1997,  the Company  acquired  the  worldwide
decoquinate  business  from  Rhone-Poulenc  Animal  Nutrition  of
France (RPAN). Decoquinate is an anticoccidial feed additive used
primarily in beef cattle and calves.

       The   transaction  includes  all  rights  for  decoquinate
worldwide and the trademark Deccoxr that is registered in over 50
countries. The agreement also provides that RPAN will continue to
manufacture  decoquinate for Alpharma under a  long  term  supply
contract.  The  cost  was approximately $27,550,  which  included
approximately  $1,850 of inventory. The balance of  the  purchase
price  has been allocated to intangible assets and will generally
be amortized over 15 years.

      In  August  1995,  the  Company acquired  a  company  whose
principal  asset  was  a NADA for a feed  additive  used  in  the
treatment  and prevention of respiratory diseases in  swine.  The
cost  of  $3,000 has been allocated to intangible assets ($1,500)
and a covenant not to compete ($1,500) and will be amortized over
20 and 5 year periods, respectively.

5.   Accounts receivable, net:

     Accounts receivable consist of the following:

                                             December 31,
                                          1997          1996
                                                    
     Accounts receivable, trade       $129,382      $113,577
     Federal and state income                       
      taxes receivable                    -            7,194
     Other                               3,460         4,139
                                       132,842       124,910
     Less allowances for doubtful                   
      accounts                           5,205         4,359
     Accounts receivable, net         $127,637      $120,551

      The  allowance  for doubtful accounts for the  three  years
ended December 31, consisted of the following:

                             1997          1996         1995
                                                    
Balance at January 1,     $4,359          $5,751       $4,897
Provision for doubtful                              
     accounts              2,111           3,572        2,166
Reductions for accounts                             
 written off               (789)          (4,589)      (1,117)
Translation and other      (476)            (375)        (195)
Balance at December 31,   $5,205          $4,359       $5,751

6.   Inventories:

     Inventories consist of the following:

                                         December 31,
                                      1997          1996

     Finished product               $ 68,525      $ 69,629
     Work-in-process                  20,009        17,126
     Raw materials                    32,917        36,830
                                    $121,451      $123,585

      At  December 31, 1997 and 1996, approximately  $48,700  and
$49,000 of inventories, respectively, are valued on a LIFO basis.
Such amounts are higher (lower) than the FIFO basis by $1,128  in
1997 and $(774) in 1996.

7.   Property, Plant and Equipment:

      Property,  plant  and equipment, at cost,  consist  of  the
following:

                                           December 31,
                                       1997         1996

     Land                            $  8,954     $10,221
     Buildings and building
       improvements                   100,017     104,463
     Machinery and equipment          219,566     222,911
     Construction in progress          16,197      12,011
                                      344,734     349,606
     Less, accumulated depreciation   145,174     139,803

                                     $199,560    $209,803

8.   Long-Term Debt:

     Long-term debt consists of the following:

                                          December 31,
                                       1997          1996
     U.S. Dollar Denominated:
     Revolving Credit Facility
       6.8% - 7.2%:
        Revolving credit             $161,575     $ 33,000
        Term loans                       -         130,150
     A/S Eksportfinans                  9,000        9,000
     Industrial Development Revenue
       Bonds:
         Baltimore County, Maryland
          (7.25%)                       5,155        5,705
          (6.875%)                      1,200        1,200
         Lincoln County, NC             5,000        5,500
     Other, U.S.                          758        1,390

     Denominated in Other Currencies:
      Mortgage notes payable (NOK)     38,099       30,911
      Bank and agency development
       loans (NOK)                     13,803       21,362
      Other, foreign                      257          529
                                      234,847      238,747
      Less, current maturities         10,872        4,966

                                     $223,975     $233,781

      In  September  1994, the Company signed a  $185,000  credit
agreement  ("1994  Credit Facility") with a consortium  of  banks
arranged by the Union Bank of Norway and Den norske Bank A.S. The
agreement   provided   for   the   refinancing   of   outstanding
indebtedness, the acquisition of Alpharma Oslo (including related
transaction  costs, fees and expenses)(Note 1)  and  for  general
corporate purposes.

      The 1994 Credit Facility provided for (i) a seven year Term
Loan with a maximum amount of $65,000; (ii) a five year Term Loan
with  a  maximum amount of $72,000; and (iii) a revolving  credit
agreement of $48,000 with an initial term of four years and three
months.

      The  1994  Credit Facility has several financial covenants,
including an interest coverage ratio, minimum capital, and equity
to  asset ratio. In 1997, the Company and syndicate banks amended
the 1994 Credit Facility providing for:

     (1)  The conversion of Term Loans and the existing revolving
credit  agreement  into  an  overall  revolving  $180,000  Credit
Facility ("Revolving Credit Facility") with an initial expiration
of August 28, 2000. The Revolving Credit Facility may be extended
annually upon approval of the syndicate banks.

     (2)  Interest on the facility will be at the Eurodollar rate
with a margin of 1.125%.

      In December 1995, the Company's Danish subsidiary A/S Dumex
borrowed  $9,000  from  A/S  Eksportfinans  with  credit  support
provided  by  Union  Bank  of Norway  and  Bikuben  Girobank  A/S
("Bikuben")   to   finance  an  expansion   of   its   Vancomycin
manufacturing  facility in Copenhagen. The term of  the  loan  is
seven   years.   Repayment  will  be  made  in  ten   semi-annual
installments  of  $900 beginning in March  23,  1998  and  ending
September  22,  2002  Interest for the loan is  fixed  at  6.59%,
including  the cost of the credit support provided via  guarantee
by Union Bank of Norway and Bikuben.

      The  Baltimore County Industrial Development Revenue  Bonds
are  payable in varying amounts through 2009. Plant and equipment
with  an approximate net book value of $10,740 collateralize  the
Baltimore County Industrial Revenue Bonds.

      In  August  1994, the Company issued Industrial Development
Revenue Bonds for $6,000 in connection with the expansion of  the
Lincolnton,  North  Carolina plant.  The  bonds  require  monthly
interest payments at a floating rate (4.35% at December 31, 1997;
3.85%  weighted average for 1997) approximating the current money
market rate on tax exempt bonds and the payment by the Company of
annual  letter of credit, remarketing, trustee, and rating agency
fees   of  1.125%.  The  bonds  require  a  yearly  sinking  fund
redemption  of  $500  to August 2004 and $300 thereafter  through
August  2009.  Plant and equipment with an approximate  net  book
value of $5,316 serve as collateral for this loan.

      The  mortgage notes payable denominated in Norwegian Kroner
(NOK)  include amounts originally issued in connection  with  the
construction  of  a pharmaceutical facility in Lier,  Norway  and
amounts  issued in 1997 in connection with the expansion  of  the
Lier  facility ($7,150). Upon completion of the expansion in 1998
an  additional  $7,000 will be issued under  this  mortgage.  The
mortgage  is  collateralized by this  facility  (net  book  value
$42,490) and the Oslo, Norway ("Skoyen") facility. (See Note 13.)
The   debt  was  borrowed  in  a  number  of  tranches  over  the
construction  period and interest is fixed for specified  periods
based  on  actual yields of Norgeskreditt publicly  traded  bonds
plus  a  lending  margin of 0.70%. The weighted average  interest
rate   at  December  31,  1997  and  1996  was  5.6%  and   6.1%,
respectively.   The   tranches  are   repayable   in   semiannual
installments  through 2021.  Yearly amounts payable vary  between
$1,237 and $2,009.

      Mortgage notes payable also include amounts issued in  1997
($5,356)  to  finance a new production unit at an Aquatic  Animal
Health facility in Overhalla, Norway. The mortgage has a 12  year
term  and  an  interest rate of 4.9%, is repayable  in  10  equal
installments in years 2000 - 2009, and is collateralized  by  the
net book value of the facility ($7,630).

      Alpharma Oslo has various loans with government development
agencies  and  banks  which have been used for  acquisitions  and
construction  projects.  Such loans  are  collateralized  by  the
Skoyen property and require semiannual payments in 1998 of $1,406
and  a  final  payment of $8,301 in 1999.  The  weighted  average
interest rate of the loans at December 31, 1997 and 1996 was 5.0%
and 6.1%, respectively. The banks and agencies have the option to
extend payment in 1999.

      As  of  December 31, 1997, Alpharma Oslo had  approximately
$5,459  available in NOK in three year line of credit  agreements
with  two  banks. The credit lines require certain  equity,  cash
flow  and  quick ratios, as defined, be maintained.  Certain  NOK
loans have loan covenants which apply directly to Alpharma Oslo.

      Maturities of long-term debt during each of the  next  five
years and thereafter are as follows:

          Year ending December 31,

                    1998           $  10,872
                    1999              12,659
                    2000             166,571
                    2001               4,981
                    2002               4,986
                    Thereafter             34,778
                                   $ 234,847


9.   Short-Term Debt:

     Short-term debt consists of the following:

                                  December 31,
                                1997      1996

               Domestic       $24,200    $41,760
               Foreign         14,866     19,192
                              $39,066    $60,952

       At  December  31,  1997,  the  Company  and  its  domestic
subsidiaries  have  available  a bank  line  of  credit  totaling
$65,000.   Borrowings  under  the  line  are  made  for   periods
generally less than three months and bear interest from 6.90%  to
7.00%  at December 31, 1997. At December 31, 1997, the amount  of
the unused lines totaled $40,800.

      At  December  31, 1997, the Company's foreign  subsidiaries
have  available  lines  of  credit with  various  banks  totaling
$24,241  ($22,741 in Europe and $1,500 in the Far East). Drawings
under  these lines are made for periods generally less than three
months  and  bear interest at December 31, 1997 at rates  ranging
from  4.00%  to  6.28%. At December 31, 1997, the amount  of  the
unused  lines totaled $9,399 ($7,899 in Europe and $1,500 in  the
Far East).

     The weighted average interest rate on short-term debt during
the   years  1997,  1996  and  1995  was  5.9%,  6.2%  and  6.6%,
respectively.

10.  Income Taxes:

      Domestic and foreign income (loss) before income taxes  was
$14,267, and $13,483, respectively in 1997, $(17,991) and $1,765,
respectively  in  1996, and $17,548 and $12,680, respectively  in
1995. Taxes on income of foreign subsidiaries are provided at the
tax   rates   applicable   to  their   respective   foreign   tax
jurisdictions.  The provision for income taxes  consists  of  the
following:

                                    Years Ended December 31,
                                      1997     1996      1995
          Current:
            Federal                  $5,164 $(4,796)   $ 6,009
            Foreign                   5,184    3,367     3,074
            State                     1,095    (232)     1,274
                                    $11,443 $(1,661)    10,357

          Deferred:
            Federal                     439    (522)      (27)
            Foreign                 (1,295) (2,531)       958
            State                     (245)     (51)       123
                                    (1,101)  (3,104)     1,054
             Provision/(benefit)
              for income taxes      $10,342 $(4,765)   $11,411

     A reconciliation of the statutory U.S. federal income tax
 rate to the effective rate follows:

                                    Years Ended December 31,
                                    1997      1996      1995

Provision for income taxes at
  statutory rate                    35.0%     (35.0%)   35.0%
State income tax, net of federal
  tax benefit                        2.0%      (1.1%)    3.0%
Lower taxes on foreign
    earnings,   net                 (4.4%)     (2.7%)   (2.6%)
Tax credits                            -       (0.9%)   (1.3%)
Non-deductible costs, principally
  amortization of intangibles
  related to acquired companies      4.9%       8.5%     3.9%
Other                               (0.2%)      1.8%    (0.2%)
     Provision/(benefit)
      for income taxes              37.3%     (29.4%)   37.8%

      Deferred  tax  liabilities (assets) are  comprised  of  the
following:
                                                 Year Ended
                                                December 31,
                                               1997     1996

Accelerated depreciation and amortization
    for   income  tax  purposes              $20,976   $23,949
Excess of book basis of acquired assets
  over tax bases                               8,391     8,815
Differences between inventory valuation
  methods used for book and tax purposes       3,306     3,410
Other                                            808     1,147
Gross   deferred   tax   liabilities          33,481    37,321

Accrued liabilities and other reserves        (7,178)   (8,791)
Pension liabilities                           (1,351)   (1,408)
Loss carryforwards                            (1,945)   (2,628)
Other                                         (2,118)   (2,796)
Gross   deferred   tax  assets               (12,592)  (15,623)

Deferred tax assets valuation allowance        1,945     2,628

     Net deferred tax liabilities            $22,834   $24,326

      As  of  December  31,  1997, the  Company  has  state  loss
carryforwards  in one state of approximately $15,198,  which  are
available  to  offset future taxable income. These  carryforwards
will expire between the years 1999 and 2004. The Company also has
foreign  loss  carryforwards in two countries as of December  31,
1997,  of  approximately $2,000, which are  available  to  offset
future taxable income, and have an unlimited carryforward period.
The Company has recognized a deferred tax asset relating to these
carryforwards; however, based on analysis of current information,
which indicated that it is not likely that such state and foreign
losses   will  be  realized,  a  valuation  allowance  has   been
established for the entire amount of these carryforwards.

11.  Pension Plans:

Domestic:

      The  Company maintains a qualified noncontributory, defined
benefit  pension  plan  covering the  majority  of  its  domestic
employees.  The  benefits are based on years of service  and  the
employee's  compensation during the last five years  of  service.
The  Company's funding policy is to contribute annually an amount
that  can  be deducted for federal income tax purposes. The  Plan
assets  are  under  a  single custodian and a  single  investment
manager.   Plan  assets  are  invested  in  equities,  government
securities and bonds.

      Net  pension  cost  for 1997, 1996 and  1995  included  the
following components:

                                Years Ended December 31,
                                 1997     1996     1995

Service cost                   $1,179    $1,339   $1,049
Interest cost                   1,023      974      874
Actual return on plan assets   (2,392)   (1,499)  (1,434)
Net amortization and deferral   1,312       610      957
                               $1,122    $1,424   $1,446

      The following tables set forth the plan's funded status  as
of December 31, 1997 and 1996:

                                       1997          1996

Accumulated benefit obligation:
     Vested                          $ 7,441       $ 6,658
     Nonvested                         1,365         1,132
                                     $ 8,806       $ 7,790

Projected benefit obligation         $13,786       $11,457
Fair value of plan assets            (12,898)      (11,276)
Unrecognized net loss                 (1,803)       (1,344)
Unrecognized prior service cost          980         1,338
Unrecognized net transition
  obligation                            (184)         (214)

 Accrued (prepaid) pension costs     $  (119)      $   (39)

The assumptions used were as follows:

                                   1997      1996      1995

Weighted average discount rate     7.25%     7.75%     7.25%

Rate of increase in compensation
  rate                             4.0%       4.0%      4.0%

Expected long-term rate of return
  on plan assets                   9.0%       9.0%       8.0%


     In addition, the Company has unfunded supplemental executive
pension  plans  providing additional benefits  to  a  few  highly
compensated  employees.  For 1997, 1996  and  1995  such  pension
expense was approximately $25, $61 and $65, respectively and  the
year end accrual at December 31, 1997 and 1996 was $197 and $208,
respectively.

     The Company and its domestic subsidiaries also have a number
of  defined contribution plans, both qualified and non-qualified,
which allow eligible employees to withhold a fixed percentage  of
their  salary (maximum 15%) and provide for a Company match based
on  service  (maximum 6%). The Company's contributions  to  these
plans were approximately $1,200, $1,300 and $1,200 in 1997,  1996
and 1995, respectively.

Europe:

      Alpharma  Oslo  has defined benefit plans which  cover  the
majority  of its employees. These pension commitments are  funded
through a collective agreement with a Norwegian insurance company
and  Alpharma  Oslo makes annual contributions  to  the  plan  in
accordance with Norwegian insurance principles and practices.  In
addition   to  the  annual  premiums,  Alpharma  Oslo  has   made
prepayments  to specific premium funds. These premium  funds  are
used  to cover ordinary future annual premiums. The pension  plan
assets  are deposited in the insurance company's general  account
which is principally invested in fixed income securities.

      Alpharma  Oslo also maintains a direct pension  arrangement
with certain employees. These pension commitments are paid out of
general assets and the obligations are accrued but not prefunded.

Net  pension cost for 1997, 1996 and 1995 included the  following
components:

                                   1997      1996      1995

Service cost                      $1,264    $1,302    $  954
Interest cost                      1,142     1,122       993
Actual return on plan assets       (953)   (1,032)     (456)
Net amortization and deferral        370       487      (66)
                                  $1,823    $1,879    $1,425

The  following tables set forth the plans' funded  status  as  of
December 31, 1997 and 1996:

                           Assets Exceed        Accumulated
                            Accumulated           Benefits
                              Benefits         Exceed Assets
                          1997      1996       1997    1996
Accumulated benefit
  obligation:
    Vested              $10,582   $10,587    $1,530  $1,361
    Nonvested             2,404     1,530        -       -
                        $12,986  $ 12,117    $1,530   $1,361

Projected benefit
  obligation            $18,700   $16,871    $1,530   $1,361
Fair value of plan
  assets               (11,832)  (11,738)        -       -
Unrecognized net gain
  (loss)                (1,309)       970     (316)        8
Unrecognized prior
  service cost            (666)     (803)     (245)    (348)
Unrecognized net
  transition obligation (1,019)   (1,264)      (20)     (28)
Additional minimum
  liability                 -         -         582      368

Accrued pension costs   $ 3,874   $ 4,036    $1,531   $1,361

The assumptions used were as follows:

                                   1997      1996      1995

Weighted average discount rate     6.0%      7.0%      7.0%

Rate of increase in compensation
  rate                             3.5%      3.5%      3.5%

Expected long-term rate of return
  on plan assets                   6.0%      7.0%      7.0%

      The  Company's  Danish subsidiary,  Dumex,  has  a  defined
contribution pension plan for salaried employees. Under the plan,
the  Company contributes a percentage of each salaried employee's
compensation to an account which is administered by an  insurance
company. Pension expense under the plan was approximately $2,204,
$2,250 and $2,400 in 1997, 1996 and 1995, respectively.

12.  Postretirement Benefits:

      The  Company  has  an unfunded postretirement  medical  and
nominal  life insurance plan covering certain domestic  employees
who  were  eligible as of January 1, 1993. The plan will  not  be
extended  to  any  additional employees.  Retired  employees  are
required  to  contribute  for coverage as  if  they  were  active
employees.

     The transition obligation as of January 1, 1993 of $1,079 is
being  amortized  over twenty years. The discount  rate  used  in
determining the 1997, 1996 and 1995 expense was 7.75%, 7.25%, and
8.5%,  respectively. The discount rate used  in  determining  the
accumulated  post retirement obligation as of December  31,  1997
and  1996 was 7.25% and 7.75%, respectively. The health care cost
trend  rate  was 8.0% declining to 5.0% over a ten  year  period,
remaining level thereafter.

      The  unfunded plan is recognized at December 31,  1997  and
1996 as follows:
                                                1997      1996
Accumulated postretirement benefit obligation

  Retirees                                    $1,767     $1,789
  Fully eligible active participants             -          -
  Other active participants                    1,244        958
                                               3,011      2,747
Unrecognized estimated net loss                (695)      (526)
Unrecognized transition obligation             (809)      (863)

  Accrued postretirement benefit cost         $1,507     $1,358

     In 1996 the Company's AHD announced an early retirement plan
for  employees  meeting certain criteria. As  part  of  the  plan
employees  electing early retirement would be eligible  for  post
retirement medical even if they had not met the required  service
and  age  requirements.  The charge for the  special  termination
benefits of $492 was required and is included in the accrued post
retirement benefit cost.

      The  net periodic postretirement benefit cost included  the
following components.
                                         1997    1996   1995

          Service cost                   $ 92    $120   $101
          Interest cost                   204     146    127
          Amortization of:
            Transition obligation          54      54     54
            Unrecognized loss              15      17     -
                                         $365    $337   $282

13.  Transactions With A. L. Industrier:

                                  Years Ended December 31,
                                   1997      1996     1995

Sales to and commissions received
  from A.L. Industrier           $3,107     $3,075   $3,353

Compensation received for
  management services rendered to
  A.L. Industrier                $  424     $  464   $  630

Inventory purchased from and
  commissions paid to A.L.
  Industrier                     $   34     $  200   $  214

      As  of  December 31, 1997 and 1996 there was a net  current
receivable of $742 and $764, respectively, from A.L. Industrier.

      The  Company  and  A.L. Industrier have  an  administrative
service   agreement  whereby  the  Company  provides   management
services  to A.L. Industrier. The agreement provides for  payment
equal  to  the direct and indirect cost of providing the services
subject  to  a  minimum  amount. The agreement  is  automatically
extended  for  one year each January 1, but may be terminated  by
either party upon six months notice.

      In connection with the agreement to purchase Alpharma Oslo,
A.L.   Industrier   retained  the   ownership   of   the   Skoyen
manufacturing facility and administrative offices (not  including
leasehold improvements and manufacturing equipment) and leases it
to the Company. The agreement also permits the Company to use the
Skoyen  facility as collateral on existing debt for  five  years.
The  Company  is  required  to pay all expenses  related  to  the
operation and maintenance of the facility in addition to  nominal
rent.  The lease has an initial 20 year term and is renewable  at
the  then fair rental value at the option of the Company for four
consecutive five year terms.

      In 1997 A.L. Industrier purchased Class B common stock from
the Company. (See Note 16.)

14.  Contingent Liabilities, Litigation and Commitments:

      The  Company is one of multiple defendants in  33  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
plaintiff's  has specified an amount of monetary damage.  Because
the   Company   has   not  manufacture,  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
consolidated financial position or results of operations  of  the
Company.

      In  connection with a 1991 product line acquisition and the
Decoquinate business purchased in 1997, the Company entered  into
manufacturing  agreements which require the Company  to  purchase
yearly minimum quantities of product on a cost-plus basis. If the
minimum  quantities are not purchased, the Company must reimburse
the  supplier  a  percentage of the fixed costs  related  to  the
unpurchased quantities.  In the case of the Decoquinate agreement
there  are  contingent payments which may be required  of  either
party  upon early termination of the agreement depending  on  the
circumstances of the termination.

15. Leases:

      Rental  expense under operating leases for 1997,  1996  and
1995  was $5,825, $6,578 and $5,574, respectively. Future minimum
lease  commitments under non-cancelable operating  leases  during
each of the next five years and thereafter are as follows:

     Year Ending December 31,

                    1998          $ 5,044
                    1999            3,953
                    2000            3,508
                    2001            3,415
                    2002            3,165
                    Thereafter      7,221
                                  $26,306

16.  Stockholders' Equity:

      The holders of the Company's Class B Common Stock, (totally
held  by  A. L. Industrier at December 31, 1997) are entitled  to
elect  66 2/3% of the Board of Directors of the Company  and  may
convert  each share of Class B Common Stock held into  one  fully
paid  share of Class A Common Stock. Whenever the holders of  the
Company's common stock are entitled to vote as a combined  class,
each  holder  of Class A and Class B Common Stock is entitled  to
one and four votes, respectively, for each share held.

      The  number  of  authorized shares of  Preferred  Stock  is
500,000; the number of authorized shares of Class A Common  Stock
is  40,000,000; and the number of authorized shares  of  Class  B
Common Stock is 15,000,000.

      On  February  10, 1997, the Company entered  into  a  Stock
Subscription  and  Purchase Agreement with A.L.  Industrier.  The
agreement provided for the sale of 1,273,438 newly issued  shares
of  Class B Common stock for $16.34 per share. The agreement also
provided  for  the issuance of rights to the Class A shareholders
to  purchase  one share of Class A Common stock  for  $16.34  per
share  for every six shares of Class A Common held. The agreement
required  that the Class B shares be purchased at the  same  time
that  the  rights for the Class A Common stock would  expire  and
total consideration for the Class B Common stock was agreed to be
$20,808.

      On  June 26, 1997, the Company and A.L. Industrier  entered
into  Amendment No. 1 to the Subscription and Purchase  Agreement
whereby A.L. Industrier agreed to purchase the 1,273,438 Class  B
shares  on  June 27, 1997. The amendment provided that the  price
paid  by  A.L.  Industrier  would be adjusted  to  recognize  the
benefit  to  the Company of the A.L. Industrier purchase  of  the
stock on June 27, 1997 instead of November 25, 1997 (the date the
Class A rights expired). The sale of stock was completed for cash
on June 27, 1997. Accordingly, stockholders' equity has increased
by  $20,379  to reflect the issuance of the Class B shares.  A.L.
Industrier  is  now the beneficial owner of 9,500,000  shares  of
Class B Common stock.

      On September 4, 1997, the Board of Directors distributed to
the  holders  of  its  Class A Common Stock certain  subscription
rights. Each shareholder received one right for every six  shares
of  Class  A Stock held on the record date. Each right,  entitled
the  holder  to  purchase  one  share  of  Class  A  Stock  at  a
subscription  price of $16.34 per share. The rights  were  listed
and  traded  on  the  New York Stock Exchange.  The  rights  were
exercisable at the holder's option ending on November  25,  1997.
As  a  result of the rights offering the Company issued 2,201,837
shares  with net proceeds of $35,978. (Approximately 97%  of  the
rights were exercised.)

      The  Company has outstanding warrants to purchase 3,819,600
shares  of Class A Common stock which expire on January 3,  1999.
Pursuant to the warrant agreement, the issuance of the rights  to
the Class A shareholders of the Company changed both the exercise
price   and  the  number  of  shares  of  Class  A  common  stock
purchasable  upon the exercise of each warrant. As  a  result  of
this  Rights  distribution, each warrant will now  purchase  1.06
shares  of Class A common stock of Alpharma Inc. (originally  one
share  per  warrant)  at an exercise price of  $20.69  per  share
(original exercise price of $21.945).

17.  Derivatives and Fair Value of Financial Instruments:

       The   Company  currently  uses  the  following  derivative
financial instruments for purposes other than trading.

Derivative             Use              Purpose

Forward foreign        Occasional       Entered into selectively
exchange contracts                      to sell or buy cash flows
                                        in non-functional
                                        currencies.
Interest rate          Occasional       Entered into selectively
agreements                              to fix interest rate for
                                        specified periods on
                                        variable rate long-term
                                        debt.

      At  December 31, 1997 and 1996, the Company's  had  foreign
currency   contracts  outstanding  with  a  notional  amount   of
approximately  $4,700 and $8,100, respectively.  These  contracts
called  for  the exchange of Scandinavian and European currencies
and  in some cases the U.S. Dollar to meet commitments in or sell
cash   flows   generated   in  non-functional   currencies.   All
outstanding contracts will expire by February 1998.

     In November 1995, the Company entered into two interest rate
swap agreements with two members of the consortium of banks which
were parties to the 1994 Credit Facility to reduce the impact  of
changes in interest rates on a portion of its floating rate long-
term  debt. The swap agreements fix the interest rate  at  5.655%
plus  1.25%  for  a  portion  of the  revolving  credit  facility
($54,600  at December 31, 1997) through October 1998.  (See  Note
8.)

      Counterparties to derivative agreements are major financial
institutions.  Management believes the risk of  incurring  losses
related to credit risk is remote.

      The  carrying  amount reported in the consolidated  balance
sheets  for  cash  and  cash  equivalents,  accounts  receivable,
accounts  payable  and  short-term debt approximates  fair  value
because  of  the  immediate  or  short-term  maturity  of   these
financial instruments. The carrying amount reported for long-term
debt approximates fair value because a significant portion of the
underlying debt is at variable rates and reprices frequently.

18.  Stock Options and Employee Stock Purchase Plan:

       Under  the  Company's  1997  Incentive  Stock  Option  and
Appreciation  Right  Plan (the "Plan"),  the  Company  may  grant
options  to  key employees to purchase shares of Class  A  Common
Stock.  The  Plan  was  formerly named the 1983  Incentive  Stock
Option Plan, as amended. The restated plan, including an increase
from  2,500,000  to 3,500,000 in the maximum number  of  Class  A
shares  available for grant, was approved by the shareholders  in
May  1997.  In addition, the Company has a Non-Employee  Director
Option Plan (the "Director Plan") which provides for the issue of
up  to 150,000 shares of Class A Common stock. The exercise price
of  options granted under the Plan may not be less than  100%  of
the fair market value of the Class A Common Stock on the date  of
the grant. Generally, options are exercisable in installments  of
25%  beginning  one year from date of grant. The Plan  permits  a
cash  appreciation  right  to be granted  to  certain  employees.
Included in options outstanding at December 31, 1997 are  options
to  purchase 5,775 shares with cash appreciation rights, 1,875 of
which  are  exercisable.  If an option holder  ceases  to  be  an
employee of the Company or its subsidiaries for any reason  prior
to  vesting of any options, all options which are not  vested  at
the  date  of termination are forfeited. As of December 31,  1997
and 1996, options for 1,572,327 and 873,748 shares, respectively,
were available for future grant.

The table below summarizes the activity of the Plan:

                                  Weighted               Weighted
                        Options    Average               Average
                          Out-    Exercise    Options    Exercise
                        standing    Price   Exercisabl    Price
                                                 e
                                                         
Balance at                                               
 December 31, 1994     671,575      $15.89   319,703
     Granted in 1995   308,500       18.67               
     Canceled in 1995  (40,875)      18.41               
     Exercised in 1995 (42,425)      13.11               
                                                         
Balance at                                               
 December 31, 1995     896,775       16.85   383,278      15.49
     Granted in 1996    44,000       22.18               
     Canceled in 1996  (36,000)      18.01               
     Exercised in 1996 (66,437)      14.21               
                                                         
Balance at                                               
 December 31, 1996     838,338       17.30   444,982      16.42
     Granted in    
       1997 (1)        643,075       16.65               
       
     Canceled in 1997  (107,347)     17.76               
     Exercised in 1997 (63,100)      12.22               
                                                         
Balance at                                               
 December 31, 1997     1,310,966     17.20   462,765      17.29

(1)  Included  in options outstanding at December 31,  1997  were
     161,100 options granted in 1997 with exercise prices in excess of
     the fair market value of Class A stock on the date of grant. The
     weighted average exercise price of these options is $22.24. The
     weighted average exercise price of the remaining 481,975 options
     granted in 1997 is $14.76.

      The  Company has adopted the disclosure only provisions  of
SFAS   No.   123.  If  the  Company  had  elected  to   recognize
compensation  costs in accordance with SFAS No. 123 the  reported
net  income  (loss)  would have been reduced  to  the  pro  forma
amounts  for the years ended December 31, 1997, 1996 and 1995  as
indicated below:

                                    1997       1996       1995
Net income (loss):                                     
  As reported                     $17,408    $(11,461) $18,817
  Proforma                        $16,328    $(12,028) $18,496
                                                       
Basic earnings (loss) per share:                       
  As reported                     $   .77    $ (.53)    $  .87
  Proforma                        $   .72    $ (.55)    $  .86
                                                       
Diluted earnings (loss) per                            
share:
  As reported                     $   .76    $ (.53)    $  .87
                                        
  Proforma                        $   .72    $ (.55)    $  .85

      The  Company estimated the fair value, as of  the  date  of
grant, of options outstanding in the plan using the Black-Scholes
option pricing model with the following assumptions:

                                        1997        1996

     Expected life (years)                4-5        4-5
     Expected future dividend
          yield (average)               1.25%        .85%
     Expected volatility                 0.40       0.40

      The  risk-free interest rates for 1997, 1996 and 1995  were
based upon U.S. Treasury instrument rates with maturity equal  to
expected  term. The weighted average interest rate in 1997,  1996
and  1995  amounted to 6.39%, 6.00% and 5.96%, respectively.  The
weighted  average fair value of options granted during the  years
ended  December  31,  1997, 1996, and 1995 with  exercise  prices
equal to fair market value on the date of grant were $5.53, $7.90
and  $6.97,  respectively. The weighted  average  fair  value  of
options  granted  during the year ended December  31,  1997  with
exercise  prices in excess of fair market value at  the  date  of
grant  was  $3.27. No options with exercise prices in  excess  of
fair  market value at the date of grant were granted in  1996  or
1995.
      The  following  table  summarizes information  about  stock
options outstanding at December 31, 1997:

                    OPTIONS OUTSTANDING      OPTIONS EXERCISABLE
                                   Weight-                Weight-
                                      ed                    ed
                 Number   Weighted Average                Average
                Outstand- Average   Exer-      Number      Exer-
   Range of      ing at   Remain-    cise   Exercisable    cise
   Exercise     12/31/97  ing Life  Price   at 12/31/97    Price
    Prices
                                                          
$7.75-13.88      441,689    4.7    $13.39      84,739     $11.75

$14.50-18.75     520,177    4.8    $17.21     243,026     $16.97

$19.50-$27.13    349,100    4.6    $21.98     135,000     $21.32

                                                          
$7.75-$27.13   1,310,966   4.7    $17.20     462,765     $17.29

                                                          

      The  Company has an Employee Stock Purchase Plan  by  which
eligible  employees of the Company and its domestic  subsidiaries
may  authorize payroll deductions up to 4% of their regular  base
salary  to  purchase shares of Class A Common Stock at  the  fair
market  value.  The Company matches these contributions  with  an
additional   contribution  equal  to  25%   of   the   employee's
contribution. Shares are issued on the last day of each  calendar
quarter.   The   Company's  contributions  to   the   plan   were
approximately  $137,  $163  and $155  in  1997,  1996  and  1995,
respectively.

19.  Supplemental Data:
                                       Years Ended December 31,
                                     1997      1996      1995
Research and development
 expense                          $32,068    $34,269   $32,815
Depreciation    expense            21,591     22,751    22,085
Amortization   expense              9,317      8,752     8,937
Interest cost incurred             18,988     20,549    22,311

Other income (expense), net:
       Interest   income              519        529       711
     Foreign exchange
       losses, net                   (726)      (195)     (854)
       Other,   net                  (360)      (504)     (117)
                                  $  (567)   $  (170)  $  (260)

   Supplemental cash flow information:

                                     1997      1996      1995
   Cash paid for interest
    (net of amount capitalized)    $19,193   $20,250   $19,812
   Cash paid for income taxes (net
     of refunds)                   $   221   $ 9,182   $ 8,223

   Supplemental schedule of
     noncash investing and
     financing activities:

   Fair value of assets acquired   $44,029             $ 3,500
   Cash paid                        44,029               3,500
   Liabilities assumed             $     0             $     0

20.   Information  Concerning Business  Segments  and  Geographic
Operations:

      The  Company currently conducts its business operations  in
two  business segments: (1) Human Pharmaceuticals and (2)  Animal
Health.   The Human Pharmaceuticals business includes  the  USPD,
IPD  and FCD.  The Animal Health business consists of the AHD and
AAHD.   The  Company's operations outside the United  States  are
conducted  primarily  in  Europe by the  Company's  manufacturing
subsidiaries in Norway and Denmark.

                                                 Depre-
                                                 ciation
                                                  and
                                        Identi-  Amorti-   Capital
                    Total    Operating  fiable   zation    Expendi-
                   Revenue    Income(1) Assets   Expense    tures

1997
Business segments:
 Human
  Pharmaceuticals   $327,096  $23,330   $447,080  $21,462   $23,268
 Animal Health       173,687   31,782    167,532    8,643     3,398
 Unallocated             387   (8,397)    17,254      803     1,117
 Eliminations           (882)     183       -         -        -
                   $500,288  $46,898   $631,866  $30,908   $27,783

Geographic:

 United States      $312,309  $26,699   $365,651
 Europe and Other    224,791   21,696    266,215
 Eliminations        (36,812)  (1,497)      -
                   $500,288  $46,898   $631,866

1996
Business segments:
Human
 Pharmaceuticals   $328,724  $(8,216)   $446,528  $23,013  $15,747
Animal Health       158,254    17,924    137,867    7,771   12,783
Unallocated             698   (5,521)     29,012      719    2,344
Eliminations        (1,492)     (267)       -         -        -
                  $486,184    $3,920   $613,407  $31,503  $30,874

Geographic:
United States      $294,252  $(3,522)   $355,432
Europe and Other    221,872     8,133    257,975
Eliminations       (29,940)     (691)       -
                  $486,184    $3,920   $613,407

1995
Business segments:
 Human
  Pharmaceuticals   $358,392  $26,115   $476,738  $23,375   $15,708
 Animal Health       163,322   30,839    140,860    7,406     8,720
 Unallocated             407   (4,445)    17,255      241       408
 Eliminations         (1,239)     (28)      -        -         -
                   $520,882  $52,481   $634,853  $31,022   $24,836
Geographic:

 United States      $328,491  $32,799   $376,134
 Europe and Other    219,970   20,327    260,510
 Eliminations        (27,579)    (645)    (1,791)
                    $520,882  $52,481   $634,853


1.  1996 and 1995 operating income includes (income) and charges for
management actions. The segments are impacted as follows:

                              1996         1995
                                       
Human Pharmaceuticals      $13,789       $(639)
Animal Health                4,542          480
Unallocated                    469            -
                           $18,800       $(159)


21.  Selected Quarterly Financial Data (unaudited):

                                    Quarter                 
                                                              Total
1997                 First     Second    Third     Fourth     Year
                                                            
Total revenue       $121,424  $118,986  $125,240   $134,638  $500,288
                                        
                                                            
Gross profit          48,122    51,440    51,559     59,932   211,053
                                        
                                                            
Net income             2,260     3,470     5,257      6,421    17,408
                                        
                                                            
Earnings per                                                
    common  share:
(a)
 Basic                                                      
  Net income             .10       .16      .23         .27       .77
                                        
 Diluted                                                    
  Net income             .10       .16      .22         .26       .76
                                        
                                                            
1996                                                        
Total revenue       $127,810  $121,219  $122,438   $114,717  $486,184
                                        
                                                            
Gross profit          54,519    49,757    48,388     36,392   189,056
                                        
                                                            
Net                    4,777    (4,502)       29    (11,765)  (11,461)
income(loss)(b)                         
                                                            
Earnings per                                                
common share:
 Basic                                                      
 Net income (loss)       .22      (.21)      .00      (.54)     (.53)
                                        
 Diluted                                                    
 Net income (loss)       .21      (.21)      .00       (.54)     (.53)
                                        
                                                            


 (a)       The  sum  of  the  earnings per share  for  the  four
    quarters  in 1997 does not equal the total for the year  due
    to  higher  net  income recognized in the third  and  fourth
    quarters combined with a higher number of shares outstanding
    during  the second half of the year which does not have  the
    same proportional effect on the total year calculation.

(b) The  quarters  of  1996  include  management  actions  which
    reduced income as follows:

                                                     Loss per
                            Pre-tax     After-tax     share
                                                    
    First quarter         $1,900         $1,200     $ (.05)
    Second quarter        12,100          7,500       (.34)
    Fourth quarter         4,800          3,900       (.18)
    Full year            $18,800        $12,600     $ (.58)