AMENDMENT NO. 3
                               TO
                        CREDIT AGREEMENT

                 Dated as of February 26, 1997


     AMENDMENT NO. 3 dated as of February 26, 1997 among ALPHARMA
U.S.  INC.,  a Delaware corporation (together with its successors
and   assigns,  the  "Borrower"),  ALPHARMA  INC.,   a   Delaware
corporation, as guarantor (the "Parent Guarantor"), the BANKS AND
FINANCIAL INSTITUTIONS (the "Banks") party from time to  time  to
the Credit Agreement (as defined below) and Union Bank of Norway,
as agent (the "Agent").

                     W I T N E S S E T H:

      WHEREAS, the Borrower, the Banks, the Agent, Union Bank  of
Norway, as arranger, and Den Norske Bank AS, as co-arranger,  are
parties  to  that certain Credit Agreement dated as of  September
28,  1994,  as  amended by a Consent and Agreement  dated  as  of
December  19,  1994  and an Amendment No. 2 to  Credit  Agreement
dated  as of December 1, 1995 (as the same may be further amended
from time to time, the "Credit Agreement"), pursuant to which the
Banks  made  available to the Borrower a loan facilities  in  the
aggregate principal amount of $185,000,000;

      WHEREAS,  in consideration of the Banks entering  into  the
Credit Agreement, the Parent Guarantor delivered a Guaranty dated
as  of  September  28, 1994 (the "Parent Guaranty")  pursuant  to
which  it guaranteed all of the obligations of the Borrower under
the Credit Agreement;

      WHEREAS,  the Borrower and the Banks have agreed to  effect
certain  amendments  to  the  Credit  Agreement  and  the  Parent
Guaranty on the terms and conditions set forth herein.

      NOW,  THEREFORE, in consideration of the premises  and  the
covenants  and  agreements contained herein, the  parties  hereto
agree  as  follows  (with  terms used herein  and  not  otherwise
defined  having  the  meaning  ascribed  thereto  in  the  Credit
Agreement):

                           ARTICLE I

                 AMENDMENTS TO CREDIT AGREEMENT

      Section  1.1.   Amendments to Definitions.   The  following
definitions  contained in Article I of the Credit  Agreement  are
hereby amended to read in their entirety as follows:

           "Applicable  Margin" means, on any date,  1-1/8%,
     provided that if the interest coverage ratio calculated
     pursuant  to Section 8(d) of the Parent Guaranty  falls
     below  1.85:1 in any of the cumulative periods referred
     to  in clauses (A), (B), (C) and (D) of Section 8(d) of
     the Parent Guaranty, the Applicable Margin for the last
     quarterly  period  occurring in such cumulative  period
     shall  be  increased retroactively to 1-1/4%  and  such
     additional   interest  shall  be  paid  on   the   next
     succeeding  regularly scheduled interest  payment  date
     for  each  Loan  outstanding  to  which  such  increase
     applies.

          "Revolving Loan Commitment Termination Date" means
     the  later of (i) August 28, 2000, (ii) such other  day
     to which the Revolving Loan Commitment Termination Date
     shall have been extended in accordance with Section 4.5
     hereof and (iii) the date of the earlier termination or
     cancellation  in full of the Revolving Loan  Commitment
     pursuant  to  the terms hereof, including  pursuant  to
     Section 10.1.

     Section 1.2.  Amendment to Number of Revolving Loan Interest
Periods.   Section  4.2(c)  of  the Credit  Agreement  is  hereby
amended to read in its entirety as follows:

          (c) Each Revolving Loan Borrowing pursuant to this
     Section 4.2 shall be in an aggregate amount of not less
     than  $6,000,000 or an integral multiple of  $3,000,000
     in  excess  thereof (or such lesser amount  as  may  be
     necessary to draw down the full amount of the Revolving
     Loan  Commitment).   The  maximum  number  of  Interest
     Periods that may be outstanding in respect of Revolving
     Loans at any one time is six (6).

      Section  1.3.   Amendment to Extension  of  Revolving  Loan
Commitment  Termination  Date.   Section  4.5(b)  of  the  Credit
Agreement is hereby amended to read in its entirety as follows:

           (b)(i)  On  April  1, 1998  and  on  each  yearly
     anniversary thereof, the Borrower may request that  the
     Revolving Loan Commitment Termination Date be  extended
     for  an  additional  one year period  by  submitting  a
     request  in  writing  to the Agent.   The  Agent  shall
     promptly  inform the Banks of such request.  Each  Bank
     shall  then determine, in its sole discretion,  whether
     the Revolving Loan Commitment Termination Date will  be
     extended as to its Revolving Loans and each Bank  shall
     inform  the  Agent of its decision within  20  days  of
     being  informed of the Borrower's request.   The  Agent
     shall  inform the Borrower within 30 days of  the  time
     when  the  Borrower's request was received whether  its
     request   for  an  extension  of  the  Revolving   Loan
     Commitment  Termination Date has been approved  and  by
     which Banks.  If all the Banks consent in writing,  the
     then  applicable Revolving Loan Commitment  Termination
     Date shall be extended for one year effective as of the
     first  day  that all of the Banks have so consented  in
     writing.

                     (ii)  If  not all the Banks consent  to
          such  an extension pursuant to this Section 4.5(b)
          (the  Banks  so  consenting in writing  being  the
          "Consenting Banks" and any Bank not so  consenting
          being  a "Non-Consenting Bank"), the Borrower  may
          require such Non-Consenting Bank to assign, to one
          or  more Consenting Banks or to any other assignee
          which meets the requirements of clauses (A) or (B)
          of  Section  12.7(a),  all of such  Non-Consenting
          Bank's  Commitments  and  obligations  under  this
          Agreement  by delivering to the Agent a Notice  of
          Assignment and Acceptance, which shall have effect
          as  provided in Section 12.7(c), and the Revolving
          Notes  held by such Non-Consenting Bank; provided,
          however,  that (A) any assignee of the Commitments
          and  obligations of such Non-Consenting Bank shall
          have  consented and shall have paid to  such  Non-
          Consenting Bank the aggregate principal amount of,
          and any interest accrued and unpaid to the date of
          the  assignment on, the Note or Notes of such Non-
          Consenting Bank, (B) the Borrower shall have  paid
          all  accrued  and unpaid fees owing to  such  Non-
          Consenting  Bank  under  this  Agreement  and  the
          recording fee due pursuant to Section 12.1(a)  and
          (C)  the  Borrower shall have, at its own expense,
          executed  and delivered to the Agent new Revolving
          Notes  payable  to the order of each  assignee  of
          such  Non-Consenting Bank, in the amount  of  each
          such  assignee's  Commitment, and dated  the  date
          the assignment is effective.


       Section   1.4.  Amendment  of  Commitment  Fee.    Section
5.5(a)(iii) of the Credit Agreement is hereby amended to read  in
its entirety as follows:

                 (iii)   Revolving  Loan  Commitment.    The
     Borrower will pay to the Agent for the account of  each
     Bank  quarterly in arrears a fee accruing from February
     26,   1997   until   the  Revolving   Loan   Commitment
     Termination Date on such Bank's aggregate daily  unused
     and uncancelled Revolving Loan Commitment, as in effect
     from time to time, at the rate of .5625% per annum.

      Section 1.5. Conversion of Loans.  (a) Conversion Date.  On
and  as of the respective conversion dates provided in the  table
below  (each, a "Conversion Date"), the Tranche A Term Loans  and
Tranche B Term Loans shall convert to Revolving Loans as follows:

                                   Outstanding   
                                    Principal    
Loan            Date Loan Made       Amount      Conversion Date
Tranche A                                        
  Term Loan     October 3, 1994  USD 58,500,000  June 2, 1997
Tranche A                                        
  Term Loan     October 3, 1994  USD 3,250,000   April 3, 1997
Tranche B                                        
  Term Loan     October 3, 1994  USD 3,150,000   April 3, 1997
Tranche B       October 3, 1994  USD 56,700,000  September 3,
  Term Loan                                      1997

           (b) Notice of Interest Period.  The conversion of  the
Tranche  A  Term Loan and the Tranche B Term Loans into Revolving
Loans  on each Conversion Date shall constitute a Revolving  Loan
Borrowing  made on each such date for all purposes of the  Credit
Agreement   (notwithstanding  Section  4.2(c)   of   the   Credit
Agreement) and the Borrower shall deliver to the Agent not  later
than  11:00 A.M. (New York City time) on the fourth Business  Day
prior  to  each  proposed Conversion Date a  Notice  of  Interest
Period  pursuant to which the  Borrower shall elect the  Interest
Period  that  shall apply to each Loan being converted;  provided
that all Loans related to the same Revolving Loan Borrowing shall
have the same Interest Period.

      Section  1.6.  Amendment of Commitments.  (a) Effective  on
and  as  of the dates provided in the table below, the  aggregate
of  the  Banks'  Tranche  A  Term  Commitments,  Tranche  B  Term
Commitments and Revolving Loan Commitments shall be as set  forth
in  the  table  below  (and the Ratable Portion  of  each  Bank's
individual  Commitment  in  respect  thereof  shall  be  adjusted
accordingly):

                                 Tranche B       
                 Tranche A Term  Terms           Revolving Loan
Effective Date   Commitments     Commitments     Commitments
February 26,     $61,750,000     $59,850,000     $48,400,000
1997
April 3, 1997    $58,500,000     $56,700,000     $54,800,000
June 2, 1997     $0              $56,700,000     $113,300,000
September 3,     $0              $0              $170,000,000
1997

           (b) With effect from September 3, 1997, Schedule II to
the Credit Agreement is hereby amended to read in its entirety as
set forth on Schedule II hereto.

      Section 1.7.  Agreement Acknowledged and Confirmed.  Except
as  expressly amended hereby, the Credit Agreement and the  other
Loan Documents are hereby ratified and confirmed.



                           ARTICLE II

          AMENDMENTS TO PARENT GUARANTY AND AGREEMENTS

      Section 2.1.  Amendment of Reporting Requirements.  Section
6(g) of the Parent Guaranty is hereby amended by (a) deleting the
word  "and"  at  the  end of sub-clause (iv), (b)  replacing  the
period  at  the  end  of  sub-clause (v) with  ";  and"  and  (c)
inserting the following immediately after sub-clause (v)  thereof
as new sub-clauses (vi) and (vii):

                     (vi)  together  with each  delivery  of
          financial  statements of the Parent Guarantor  and
          its  Subsidiaries pursuant to clauses (i) or  (ii)
          above, a certificate substantially in the form  of
          Schedule  6(g)(vi) hereto signed by a  Responsible
          Financial Officer of the Parent Guarantor  setting
          forth  calculations  relating  to  the  amount  of
          Equity-Multiple    Indebtedness     and     Repaid
          Indebtedness that may be incurred; and

                     (vii)  together with each  delivery  of
          financial  statements of the Parent Guarantor  and
          its  Subsidiaries pursuant to clauses (i) or  (ii)
          above,  a  schedule substantially in the  form  of
          Schedule   6(g)(vii)  hereto,   certified   by   a
          Responsible  Financial  Officer  of   the   Parent
          Guarantor,  setting  forth  any  changes  in   the
          outstanding long-term indebtedness of  the  Parent
          Guarantor and its Subsidiaries since the  date  of
          the previously delivered schedule.

      Section 2.2. Amendment to Interest Coverage Ratio.  Section
8(d)  of  the  Parent Guaranty is hereby amended to read  in  its
entirety as follows:

           (d)   Interest Coverage Ratio.  The ratio of  (i)
     Earnings from Operations plus interest income  to  (ii)
     Total Cash Interest Expense shall not be less than  (A)
     1.00:1  for  the  period from January 1,  1997  through
     March  31,  1997, (B) 1.25:1 for the period January  1,
     1997  through June 30, 1997, (C) 1.50:1 for the  period
     January  1,  1997 through September 30,  1997  and  (D)
     1.85:1  for the period January 1, 1997 through December
     31,   1997  and  at  all  times  thereafter;  provided,
     however,  that  in  calculating the  Interest  Coverage
     Ratio  for  purposes of this Section 8(d),  changes  in
     Earnings from Operations, interest income or Total Cash
     Interest   Expense  attributable  to  foreign  exchange
     fluctuations shall not be taken into account.

     Section 2.3.  Amendment of Defined Terms.  Section 15 of the
Parent Guaranty is hereby amended as follows:

     (a)  The definition of "Net Worth" is amended to read in its
     entirety as follows:

                     "Net  Worth" means, at any time, as  to
          the  Parent  Guarantor and its Subsidiaries  on  a
          consolidated basis, (a) the excess of total assets
          over  total  liabilities, as shown on  the  Parent
          Guarantor's then most recent consolidated  balance
          sheet;  provided, however, that until the  earlier
          of  (x)  the  purchase by A.L.  Industrier  AS  of
          1,273,438 shares of Class "B" Common Stock of  the
          Parent    Guarantor   pursuant   to   the    Stock
          Subscription and Purchase Agreement dated February
          10, 1997 between A.L. Industrier AS and the Parent
          Guarantor  and (y) November 30, 1997, there  shall
          be added to the value of Net Worth an amount equal
          to  $20,807,976.92;  provided,  further,  that  in
          determining the Net Worth of the Parent  Guarantor
          and  its  Subsidiaries during  the  calendar  year
          1997, changes in total assets or total liabilities
          attributable   to  foreign  exchange  fluctuations
          shall not be taken into account.

          (b)  The definition of "New Permitted Indebtedness"  is
          amended to read in its entirety as follows:

                     "New Permitted Indebtedness" means,  at
          any  time,  any Indebtedness so long as  (i)  such
          Indebtedness   does   not   otherwise   constitute
          Permitted  Indebtedness pursuant to any clause  of
          the  definition  of Permitted Indebtedness  (other
          than  clause (2)), (ii) such Indebtedness is  pari
          passu with  the Indebtedness outstanding under the
          Credit Agreement and the Notes, (iii) the Weighted
          Average  Life to Maturity of such Indebtedness  on
          the  day  it is incurred is not less than one  (1)
          year  plus  the  period of time that  will  elapse
          between the date such Indebtedness is incurred and
          the Revolving Loan Commitment Termination Date (in
          effect at such time), (iv) no more than 25% of the
          original principal amount of such Indebtedness  is
          scheduled   to  be  repaid  during  any  Repayment
          Period, (v) before incurring such Indebtedness  no
          Default  shall  be existing, and no Default  shall
          occur  as a consequence of the incurrence of  such
          Indebtedness, and (vi) such Indebtedness is either
          (A)  Equity-Multiple Indebtedness  or  (B)  Repaid
          Indebtedness.

          (c)   The  following new definitions shall be added  in
          correct alphabetical order:

                      "Equity-Multiple  Indebtedness"  means
          Indebtedness  the  aggregate principal  amount  of
          which,  at  any time, when added to the  principal
          amount  of  all other Equity-Multiple Indebtedness
          incurred and then outstanding does not exceed 200%
          of  the  Net  Cash Proceeds of any Capital  Market
          Transaction effected on or after February 26, 1997
          and which involves the sale of the common stock of
          the Parent Guarantor.

                      "Qualifying   Permitted  Indebtedness"
          means   (i)  Equity-Multiple  Indebtedness,   (ii)
          Indebtedness  under the $9,000,000 Loan  Agreement
          and  Guarantee  Facility Agreement dated  December
          21,  1995  (the  "Dumex-Eksportfinans  Agreement")
          among  A/S  Dumex, as borrower, A/S Eksportfinans,
          as  lender, Bikuben Girobank A/S and Union Bank of
          Norway,  as guarantors, Bikuben Girobank  A/S,  as
          agent, and Union bank of Norway, as arranger,  and
          (iii) Indebtedness described in clause (7) of  the
          definition of Permitted Indebtedness which  cannot
          by its terms be re-borrowed once repaid.

                     "Remaining Dollar-years" means,  as  to
          any  Indebtedness,  the  amount  obtained  by  (1)
          multiplying  the  amount of  each  then  remaining
          instalment,    prepayment   or   other    required
          repayment, including repayment at final  maturity,
          in  respect of such Indebtedness by the number  of
          years  (calculated  to  the  nearest  one-twelfth)
          which   will  elapse  between  the  date  of   the
          determination  and  the  date  of  that   required
          repayment,  and  (2)  totaling  all  the  products
          obtained in (1).

                    "Repaid Indebtedness" means Indebtedness
          (i)  that matures more than one year from the date
          of  origin thereof, (ii) that cannot be reborrowed
          once  repaid  and  (iii) the  aggregate  principal
          amount  of which, at any time, when added  to  the
          principal  amount of all other Repaid Indebtedness
          incurred and then outstanding  does not exceed the
          aggregate principal amount of Qualifying Permitted
          Indebtedness that has been repaid since January 1,
          1997.

                     "Repayment Period" means, with  respect
          to  any  Indebtedness, (i) initially,  the  period
          beginning on the day such Indebtedness is incurred
          and  ending  on  the  day that is  forty-two  (42)
          months thereafter and (ii) thereafter, each period
          beginning  on  the  last day  of  the  immediately
          preceding Repayment Period and ending twelve  (12)
          months thereafter.

                     "Weighted Average Life to Maturity"  of
          any   Indebtedness  means,  as  at  the  time   of
          determination   thereof,  the  number   of   years
          obtained  by  dividing the then Remaining  Dollar-
          years of such Indebtedness by the then outstanding
          principal amount of such Indebtedness.

      Section  2.4.   Schedules Relating  to  Indebtedness.   The
Parent Guaranty is hereby further amended by (i) adding Exhibit A
hereof  as  Schedule  6(g)(vi) to the Parent  Guaranty  and  (ii)
adding  Exhibit  B  hereof as Schedule 6(g)(vii)  to  the  Parent
Guaranty.

      Section 2.5.  Agreement Acknowledged and Confirmed.  Except
as  expressly  amended  hereby, the  Parent  Guaranty  is  hereby
ratified and confirmed.


                          ARTICLE III

                  CONDITIONS TO EFFECTIVENESS

      Section  3.1.  Effectiveness of Amendment.  This  Amendment
shall  be  effective as of the date first above  written  on  the
first  day that all of the  following conditions shall have  been
met:

          (a)  New Revolving Notes.  The Borrower shall have duly
          executed  and  delivered  to  each  of  the  Banks  new
          Revolving  Notes (the "New Revolving Notes") evidencing
          each  such Bank's revised Revolving Loan Commitment  as
          set  forth on Schedule II hereto.  Upon delivery of the
          New  Revolving Notes to the Banks, the Revolving  Notes
          previously  delivered  to the  Banks  shall  be  deemed
          cancelled,  and  the Banks shall each  surrender  their
          previously delivered Revolving Notes to the Borrower.

          (b)   Arrangement Fee.  The Agent shall  have  received
          for  the account of the respective Banks an arrangement
          fee  in  the  amount of 1/8% of each such Bank's  total
          Commitments.

          (c)   Evidence of Subscription.  The Agent  shall  have
          received (i) a copy certified by a Responsible  Officer
          of  the Parent Guarantor of the Stock Subscription  and
          Purchase   Agreement  dated  February  10,  1997   (the
          "Subscription  Agreement") between A.L.  Industrier  AS
          (the "Subscriber") and the Parent Guarantor pursuant to
          which  the  Subscriber irrevocably agreed  to  purchase
          1,273,438  shares  of  Class  "B"  Common  Stock   (the
          "Subscribed  Shares")  of the Parent  Guarantor  for  a
          purchase  price  of  $16.34 per  share  no  later  than
          November  30,  1997  and  (ii) an  Irrevocable  Payment
          Letter,  in the form of Exhibit C hereto, duly executed
          and delivered by Den norske Bank ASA.

          (d)      Representations    and    Warranties.      The
          representations and warranties contained in Article VII
          of  the Credit Agreement and in Article IV hereof shall
          be true and correct, and no Default or Event of Default
          shall have occurred.



                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

      Section 4.1.  Representations and Warranties.  The Borrower
and the Parent Guarantor each represents and warrants as follows:

           (a)  Due Authorization.  Each of the Borrower and  the
Parent  Guarantor  has  the power, and has  taken  all  necessary
action to authorize it, to execute and deliver this Amendment and
to  perform  each  of  this Amendment, the  Credit  Agreement  as
amended  by this Amendment (in the case of the Borrower) and  the
Parent Guaranty as amended by this Amendment (in the case of  the
Parent  Guarantor), in each case in accordance with its  terms  .
This  Amendment  has  been duly executed  and  delivered  by  all
necessary  action  of  the  Borrower and  the  Parent  Guarantor,
respectively, and this Amendment, the Credit Agreement as amended
by  this  Amendment (in the case of the Borrower) and the  Parent
Guaranty as amended by this Amendment (in the case of the  Parent
Guarantor)  is  a  legal,  valid and binding  obligation  of  the
Borrower  and  the  Parent  Guarantor,  as  the  case   may   be,
enforceable  in  accordance with its terms under  all  Applicable
Law,  subject,  as to enforcement of remedies, to any  applicable
bankruptcy, insolvency or other laws affecting the enforcement of
creditors' rights generally.

           (b)   Compliance  with Law, etc.   The  execution  and
delivery  of this Amendment and the performance of each  of  this
Amendment, the Credit Agreement as amended by this Amendment  and
the  Parent  Guaranty as amended by this Amendment, in accordance
with  their respective terms do not and will not (i) violate  any
provision  of  any applicable laws, orders, rules or  regulations
presently in effect or (ii) conflict with, result in a breach  of
or constitute a default under the organizational documents of the
Borrower or the Parent Guarantor, or any indenture, agreement  or
instrument  to  which the Borrower or the Parent Guarantor  is  a
party or by which it or its properties may be bound.

          (c)  Governmental Regulation.  Neither the Borrower nor
the  Parent  Guarantor  is  required to obtain  any  governmental
authorizations, consents, orders or approvals in connection  with
the  execution and delivery of this Amendment or the  performance
of  the transactions contemplated by each of this Amendment,  the
Credit  Agreement  as amended by this Amendment  and  the  Parent
Guaranty as amended by this Amendment.

            (d)    Validity.    There  are  no   proceedings   or
investigations pending or, to the best knowledge of the  Borrower
and  the Parent Guarantor, threatened against the Borrower or the
Parent   Guarantor,   before   any   court,   regulatory    body,
administrative   agency   or  other  tribunal   or   governmental
instrumentality  (i)  asserting  the  invalidity  of  the  Credit
Agreement  as  amended by this Amendment or  the  of  the  Parent
Guaranty  as amended by this Amendment, (ii) seeking  to  prevent
the  consummation of any of the transactions contemplated by  the
Credit  Agreement as amended by this Amendment or by  the  Parent
Guaranty  as  amended  by  this  Amendment,  (iii)  seeking   any
determination or ruling that, in the reasonable judgment  of  the
Borrower  or the Parent Guarantor, would materially and adversely
affect the performance by the Borrower or the Parent Guarantor of
their  respective obligations under each of this  Amendment,  the
Credit  Agreement  as amended by this Amendment  and  the  Parent
Guaranty  as  amended  by this Amendment  and  (iv)  seeking  any
determination  or  ruling  that would  materially  and  adversely
affect the validity or enforceability of the Credit Agreement  or
the Parent Guaranty as so amended.


                           ARTICLE V

                         MISCELLANEOUS

      Section  5.1.  Undertaking to Deliver Notice.   The  Parent
Guarantor hereby covenants to the Agent and the Banks that (a) it
will  issue the Subscribed Shares to the Subscriber in accordance
with  the  provisions of the Subscription Agreement and (b)  that
upon  the failure of the Subscriber to pay the purchase price  of
the   Subscribed  Shares  in  accordance  with  the  Subscription
Agreement,  it  will deliver to the Subscriber a notice  of  such
failure  to  pay such purchase price.  The failure of the  Parent
Guarantor to comply with the covenants set forth in this  Section
5.1  shall  constitute an Event of Default for  purposes  of  the
Credit Agreement if such failure shall remain unremedied for more
than 10 days.

      Section  5.2.   Governing  Law.  This  Amendment  shall  be
governed  by, and construed in accordance with, the laws  of  the
State of New York.

      Section 5.3.  Counterparts.  This Amendment may be executed
in  any number of counterparts, all of which taken together shall
constitute one and the same instrument.

     Section 5.4.  Severability.  Any provision of this Amendment
that is prohibited or unenforceable in any jurisdiction shall, as
to  such  jurisdiction,  be ineffective to  the  extent  of  such
prohibition or unenforceability without invalidating or affecting
the  validity  or enforceability of such provision in  any  other
jurisdiction.

     Section 5.5.  Loan Document.  The parties hereto acknowledge
that  this Amendment shall be a "Loan Document" as such  term  is
defined in the Credit Agreement.
      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Amendment to be executed by their duly authorized officers all as
of the date and year first above written.


                    ALPHARMA U.S. INC.


                    By:  __________________________
                         Name:     Jeffrey E. Smith
                         Title: Vice President and
                         Chief Financial Officer



                    ALPHARMA INC.


                    By:  __________________________
                         Name:     Jeffrey E. Smith
                         Title: Vice President and
                         Chief Financial Officer



                    UNION BANK OF NORWAY, as Agent


                    By:  ___________________________
                         Name:
                         Title:



                    UNION BANK OF NORWAY, as Bank


                    By:  ____________________________
                         Name:
                         Title:





                    CORESTATES BANK, N.A.


                    By:  _________________________
                         Name:
                         Title:


                    DEN NORSKE BANK ASA


                    By:  __________________________
                         Name:
                         Title:


                    SUMMIT BANK


                    By:  ________________________
                         Name:
                         Title:


                     CONSENT OF GUARANTORS

Each of the undersigned acknowledges the foregoing Amendment  and
agrees that its obligations under each Loan Document to which  it
is a party shall remain unimpaired and in full force and effect.


ALPHARMA INC.

By   _______________________
     Name:     Jeffrey E. Smith
     Title:    Vice President and Chief Financial Officer

ALPHARMA USPD INC.

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Treasurer

PARMED PHARMACEUTICALS, INC.

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Treasurer

NMC LABORATORIES, INC.

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Treasurer

WADE JONES COMPANY, INC.

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Assistant Treasurer

BARRE PARENT CORPORATION

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Treasurer

MIKJAN CORPORATION

By   _______________________
     Name:     Albert N. Marchio, II
     Title:    Assistant Treasurer

                                                      Schedule II

                          Commitments

The  Banks  listed below will participate in the Credit Agreement
in the following manner:


Bank                   Tranche A    Tranche B     Revolving
                       Term         Term          Loan
                       Commitment   Commitment    Commitment
Union Bank of Norway        0            0        $100,000,000
Den norske Bank ASA         0            0        $40,000,000
Summit Bank                 0            0        $15,000,000
CoreStates Bank, N.A.       0            0        $15,000,000
TOTAL                       0            0        $170,000,000
                                                        Exhibit A

                                                Schedule 6(g)(vi)


                    as of ____________, 19__


Calculations relating to Equity-Multiple Indebtedness:

A.   Capital Market Transactions effected since   
February 26, 1997 and the Net Cash Proceeds
received in respect thereof:
          1.   [Description]:                          $_____________
          2.   [Description]:                          $
B.   Total Net Cash Proceeds of Capital Market    $_____________
Transactions
     (A.1 plus A.2):
C.   Maximum Equity-Multiple Indebtedness that    $_____________
may be incurred (B multiplied by 2):
D.   Principal amount of Equity-Multiple          
Indebtedness outstanding:
          1.   [Description]:                          $_____________
          2.   [Description]:                          $_____________
E.   Total outstanding principal amount of Equity-$______________
Multiple Indebtedness:
F.   Total additional Equity-Multiple             $_____________
Indebtedness that may be incurred (C minus
E):


Calculations relating to Repaid Indebtedness:

A.   Amount of Qualifying Permitted Indebtedness  
repaid since January 1, 1997:
          1.   Equity-Multiple Indebtedness:           
                    a.   [Description]:                     $______________
                    b.   [Description]:                     $______________
          2.   Indebtedness under the Dumex-           $______________
Eksportfinans Agreement:
          3.   Permitted Credit Line term debt:        
                    a.   [Description]:                     $______________
                    b.   [Description]:                     $______________
B.   Total Qualifying Permitted Indebtedness      $______________
repaid since January 1, 1997 (A.1 plus A.2
plus A.3):
C.   Principal amount of Repaid Indebtedness      
outstanding:
          1.   [Description]:                          $______________
          2.   [Description]:                          $______________
D.   Total principal amount of Repaid             $______________
Indebtedness outstanding (C.1 plus C.2):
E.   Total additional Repaid Indebtedness that    $______________
may be incurred
     (B minus D):