Exhibit 10.9
                              6

                    Employment Agreement
                              
     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into effective this 13th day of  January 1997 by and
between ALPHARMA USPD INC., a Maryland corporation (the
"Company"), and Thomas Anderson (the "Executive").

     NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     1.     Employment.

     (a) The Company hereby agrees to employ Executive, and
     Executive accepts such employment with the Company,
     upon the terms and conditions set forth in this
     Agreement.  Executive shall serve as the  "President,
     U.S. Pharmaceuticals Division" and shall report
     directly to the Chief Executive Officer  ("CEO") of
     Alpharma Inc. ("Alpharma").  Executive shall also be
     appointed a member of the Alpharma  Operating
     Committee.  Executive shall have such responsibilities,
     duties and authority as directed by the CEO.
          
     (b) The Executive shall be an employee at will.  During
     Executive's employment with the Company, Executive
     shall devote his best efforts and his full business
     time and attention to the business and affairs of
     Alpharma's U.S. Pharmaceuticals Division.
     
     2.   Place of Performance.  In connection with the
     Executive's employment by the Company, the Executive
     shall be based at the Company's Baltimore, Maryland
     offices.  The Executive shall be entitled to relocation
     of his home to the Baltimore area in accordance with
     the Company's standard relocation plan.
     
     3.  Compensation and Benefits.
     
     (a) Executive' salary shall be $375,000 per annum for
     calendar year 1997 which salary shall be payable in
     regular installments in accordance with the Company's
     general payroll practices.  Such salary shall be
     reviewed annually and changes made shall be effective
     each January 1 beginning in 1998.
     
     (b) In addition to the salary set forth above,
     Executive shall be eligible to be considered for a cash
     bonus for each full calendar year Executive is employed
     by the Company.  The amount of the bonus shall be
     targeted at 40% of Executive's base salary and the
     criteria for determining the amount of the bonus, if
     any, shall be established by agreed upon financial and
     management objectives as set forth in writing and
     delivered to Executive at the beginning of each
     calendar year; provided that for the 1997 calendar year
     such criteria shall be established, set forth in a
     writing and delivered to the Executive within 60 days
     following the full execution of this Agreement.
     
     (c) Executive shall also be entitled to participate in
     the benefit programs for which employees of the Company
     are generally eligible, including medical, dental,
     prescription, life insurance, disability, 401k and
     stock purchase plans, in accordance with the terms and
     rules of such plans.    Executive shall also be
     entitled to participate in the Alpharma Non-
     Contributory Retirement Income Plan for Salaried
     Employees as well as the Alpharma Supplemental Pension
     Plan.
     
     (d) Executive shall receive a  taxable cash automobile
     allowance per Company policy, (which is currently $1000
     per month).  In addition, the Company shall reimburse
     Executive for auto insurance and up to $2000 in
     maintenance costs per year.
     
     (e) Executive shall receive a taxable annual $3000
     allowance for tax and/or financial planning and tax
     return preparation.
     
     4.  Termination.
     
     (a) Executive acknowledges and agrees that his
     employment is at will.  If Executive's services are
     terminated because of a change in top management, or
     for any other reason other than (i) as set forth in
     subsection (b) of this Section 4, or (ii) cause,
     provided Executive signs the Company's standard
     release, he will be paid twelve month's base salary
     with fringe benefits in a manner best suited for the
     Company.  In the event Executive does not have another
     position after the twelve month period immediately
     following the date of  termination, the Company will
     pay Executive's base salary with fringe benefits until
     he takes another position for up to an additional six
     months thereafter.
     
     (b) If Executive's employment is terminated because of
     the Company or  Alpharma's U.S. Pharmaceuticals
     Division being acquired,  provided Executive signs the
     Company's standard release, he will be paid eighteen
     months base salary with fringe benefits in a manner
     best suited for the Company.  In the event Executive
     does not have another  position after the eighteen
     month period immediately following the date of
     termination, the Company will pay Executive's base
     salary with fringe benefits until he takes another
     position for up to an additional six months thereafter.
     
     (c) If Executive's employment is terminated by the
     Company for cause, as a result of Executive's
     resignation or as a result of Executive's death or
     permanent disability, Executive shall be entitled to
     receive only his salary and benefits through the
     termination date.
     
     5.  Compliance with Company Policy and Nondisclosure.
     The Executive agrees that during the period of his
     employment hereunder he will comply with Alpharma and
     Company policies, including without limitation, the
     Alpharma Business Conduct Guidelines, and shall
     execute, before his first day of employment, the
     Company's standard non-disclosure and assignment of
     invention agreement.
     
     6.  Miscellaneous.  No provisions of this Agreement may
     be modified, waived or discharged unless such waiver,
     modification or discharge is agreed to in writing
     signed by the Executive and such officer of the Company
     as may be specifically designated by the Board.  No
     waiver by either party hereto at any time of any breach
     by the other party hereto of, or compliance with, any
     condition or provision of this Agreement to be
     performed by such other party shall be deemed a waiver
     of similar or dissimilar provisions or conditions at
     the same or at any prior or subsequent time.  The
     validity, interpretation, construction and performance
     of this Agreement shall be governed by the laws of the
     State of Maryland without regard to its conflicts of
     law principles.
     
     7.  Validity.  The invalidity or unenforceability of
     any provision of this Agreement shall not affect the
     validity or enforceability of any other provision of
     this Agreement, which shall remain in full force and
     effect.
     
     8.  Counterparts.  This Agreement may be executed in
     one or more counterparts, each of which shall be deemed
     to be an original but all of which together will
     constitute one and the same instrument.
     
                * * * * * * * * * * * * * * *
     
     IN WITNESS WHEREOF, the parties have executed this
Agreement on the date and year first above written.
     
     ALPHARMA USPD INC.
     
     By:_________________________
     Name:
     Title:

     THOMAS ANDERSON

     ____________________________
     
     
     
     
                    AMENDMENT NUMBER ONE
                             TO
         EMPLOYMENT AGREEMENT DATED JANUARY 13, 1997
                              

     This Amendment Number One (the "Amendment") to the
Employment Agreement dated January 13, 1997 between ALPHARMA
USPD INC. and Thomas Anderson (the "Agreement") is made and
entered into effective this 13th day of January 1997.

     WHEREAS, the parties to the Agreement wish to amend the
Agreement to reflect the following changes and
clarifications; and

     WHEREAS, capitalized terms used herein shall have the
meanings ascribed to such terms in the Agreement.

     NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:

     
     1.   Section 1(b) of the Agreement shall not be interpreted
       as precluding Executive from continuing his present advising
       duties for a real estate software company provided (a) such
       duties do not represent a conflict of interest with
       Executive's responsibilities for the Company, and/or (b)
       such duties do not require substantial absences from work.
2.   The relocation referred to in Section 2 of the
Agreement shall not require Executive to relocate within the
first six months of his employment with the Company.
Rather, the offer to relocate Executive's home to the
Baltimore area shall be held open for a reasonable period of
time beyond the first six months of employment and the
Company shall reimburse Executive for reasonable temporary
housing costs in the Baltimore area for such six month
period.
3.   The Company agrees that Executive's base salary as set
forth in Section 3(a) of the Agreement shall not be reduced,
other than by required withholding or legal obligations,
unless authorized by Executive.
4.   The first sentence of Section 4(b) of the Agreement
shall be deleted and replaced with the following sentence:
          
          "If Executive's employment is terminated because
          the Alpharma U.S. Pharmaceuticals Division is
          acquired, provided Executive signs the Company's
          standard release, he will be paid eighteen months
          base salary with fringe benefits in a manner best
          suited for the Company."
          
          
     IN WITNESS WHEREOF, the parties have executed this
Agreement on the date and year first above written.
     
     ALPHARMA USPD INC.
     
     By:_________________________
     Name:
     Title:

     THOMAS ANDERSON

     ____________________________