35

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                          FORM 10 - K/A
                       Amendment No. 1 to

        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, 1999
                          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

      Subordinated Convertible Notes due 2005      New York Stock
Exchange

      Convertible Senior Subordinated Notes due 2006    New  York
Stock Exchange


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 10, 2000  was
$762,249,000.

The  number  of  shares outstanding of each of  the  Registrant's
classes of common stock as of March 10, 2000 was:

  Class A Common Stock, $.20 par value - 20,122,736 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 25, 2000  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

      The  Company is a multinational pharmaceutical company that
develops,  manufactures and markets pharmaceutical  products  for
use  in  humans and animals. The Company manufactures and markets
approximately 620 pharmaceutical products for human  use  and  40
animal  health  products. The Company conducts business  in  more
than  60  countries and has approximately 3,300 employees  at  40
sites in 22 countries. For the year ended December 31, 1999,  the
Company  generated  revenue and operating  income  of  over  $732
million and $95 million, respectively.

Restatement of Financial Statements

      In  the  third quarter of 2000 the Company discovered  that
with  respect  to  its Brazilian Animal Health  Division  ("AHD")
operations,   which  reported  revenues  of  approximately   $1.8
million, $6.0 million and $13.7 million for the years 1997, 1998,
and  1999, respectively, a small number of employees collaborated
to circumvent established company policies and controls to create
invoices   that   were   either  not  supported   by   underlying
transactions  or  for which the recorded sales were  inconsistent
with the underlying transactions.

      A  full investigation of the matter with the assistance  of
counsel and the company's independent auditors was initiated  and
completed.  As  a result, the individuals responsible  have  been
removed,  new  management  has been appointed  to  supervise  AHD
Brazilian  operations and the Company has restated  all  affected
period,  comprising all four quarters of 1999 and the  first  two
quarters of 2000.

      See  Notes  2B,  21  and  22 of the Consolidated  Financial
Statements for additional information.

      As  a  result  of  the  revisions  to  our  1999  financial
statements,  the Company will also be amending other SEC  filings
to reflect the revisions to our quarterly results.

Formation

      The  Company was originally organized as A.L. Laboratories,
Inc.,  a  wholly  owned  subsidiary of Apothekernes  Laboratorium
A.S., a Norwegian healthcare company (the predecessor company  to
A.L. Industrier). In 1994, the Company acquired the complementary
human  pharmaceutical and animal health business  of  its  parent
company  and  subsequently changed its name to Alpharma  Inc.  to
operate  worldwide  as  one  corporate entity  (the  "Combination
Transaction").


Controlling Stockholder

      A.L.  Industrier beneficially owns all of  the  outstanding
shares  of  the Company's Class B Common Stock, or 32.1%  of  the
Company's total common stock outstanding at December 31, 1999. In
addition,  A.L.  Industrier holds $67.8  million  of  Convertible
Subordinated   Notes   due   2005  which   may,   under   certain
circumstances,  be  converted  into  2,372,896  shares   of   the
Company's Class B Common Stock.   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. Mr. Einar Sissener, Chairman of the Board
of  the Company and a controlling stockholder of A.L. Industrier,
and  members  of  his  immediate family,  also  beneficially  own
328,667  shares  of  the Company's Class A  Common  Stock.  As  a
result, A.L. Industrier, and ultimately Mr. Sissener, can control
the Company.

Convertible Senior Subordinated Note Offering

     In June, 1999, the Company sold $170 million principal
amount of 3% Convertible Senior Subordinated Notes due 2006 (the
"06 Notes").  The 06 Notes are convertible at an initial
conversion price of $32.11 per share into shares of the Company's
Class A Common stock.  Substantially all of the Notes have been
registered with the Securities and Exchange Commission and are
listed on the New York Stock Exchange.

Class A Common Stock Offering

      On November 12, 1999, the Company sold 2,000,000 shares  of
its  Class A Common Stock (the "Shares") for $31.30 per share  to
Bear  Stearns  & Co. Inc.  who then offered the Shares  to  third
parties.  The Shares have been registered with the Securities and
Exchange  Commission  and  are  listed  on  the  New  York  Stock
Exchange.


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".


Financial Information About Industry Segments

      The Company operates in the human and animal pharmaceutical
industries.   It   has  five  business  segments   within   these
industries. The table that follows shows how much each  of  these
segments contributed to revenues and operating income in the past
three
years.


($in Millions)               Revenues       Operating Income
(loss)
                          1999  1998    1997   1999    1998    1997

International
Pharmaceuticals
 Division                303.3  193.1  134.1  35.6     8.0   11.0

U.S. Pharmaceutical
Division                 197.3  178.8  155.4  16.6    11.1   4.1


Fine Chemicals Division  60.8   53.0   38.7   23.1    17.5   9.4

Animal Health Division   159.5* 166.3  158.4  38.1*   37.8   32.0

Aquatic Animal Health
Division                 16.1   19.0   15.3   (2.5)   3.6    2.8

* Previously reported 1999 amounts for the Animal Health Division
were revenues $169.2 million and operating income $42.3 million.

       For   additional  financial  information  concerning   the
Company's  business  segments see Note 21 of  the  Notes  to  the
Consolidated  Financial Statements included in  Item  8  of  this
Report.


NARRATIVE DESCRIPTION OF BUSINESS

Human Pharmaceuticals

   The  Company's human pharmaceuticals business is comprised  of
the  International Pharmaceuticals Division, U.S. Pharmaceuticals
Division and Fine Chemicals Division. Each of these Divisions  is
managed by a separate senior management team. The Company's human
pharmaceutical business had sales of approximately $561.4 million
in 1999, before elimination of intercompany sales, with operating
profit of approximately $75.3 million.

      Generic  pharmaceuticals which are the primary products  of
the  U.S.  and  International Pharmaceuticals Division,  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 appropriate regulatory authority  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.


International Pharmaceuticals Division ("IPD")

   The Company's International Pharmaceuticals Division develops,
manufactures,  and  markets a broad range of pharmaceuticals  for
human  use.  The Company believes that it is one of  the  largest
manufacturers and marketers of generic solid dose pharmaceuticals
in  Europe  including  the United Kingdom, Germany,  France,  the
Nordic  countries, the Netherlands and Portugal. IPD also  has  a
significant  presence  in  Southeast  Asia  including  a   strong
presence in Indonesia.

   Product  Lines.  The  International  Pharmaceuticals  Division
manufactures  approximately  305  products  which  are  sold   in
approximately  1,100  product  presentations  including  tablets,
ointments,  creams, liquids, suppositories and injectable  dosage
forms.

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


          OTC  Products. The Division 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.

     On  May  7, 1998, the Company acquired a substantial generic
pharmaceutical  presence  in  the  United  Kingdom  through   the
purchase  of  all of the capital stock of Arthur H. Cox  and  Co.
Ltd.  ("Cox")  from  Hoechst AG for a  total  purchase  price  of
approximately $198 million in cash.  Cox's main operations (which
consist   primarily   of  a  manufacturing   plant,   warehousing
facilities  and a sales organization) are located in  Barnstaple,
England.   Cox  is  a  generic  pharmaceutical  manufacturer  and
marketer  of tablets, capsules, suppositories, liquids, ointments
and  creams.  Cox distributes its products to pharmacy  retailers
and pharmaceutical wholesalers primarily in the United Kingdom.

      In   addition,  in  November  1998  and  April   1999,   in
substantially smaller transactions, the Company acquired  generic
pharmaceutical product lines in Germany and France.  All  of  the
products  purchased in these transactions are manufactured  under
contract by third parties.

  Effective June 15, 1999, the Company acquired a leading  market
presence in the German generic market through the purchase of all
of  the capital stock of the ISIS group of companies from Schwarz
Pharma  AG  for  a purchase price of approximately $153  million.
ISIS   has   a   substantial  marketing   organization   but   no
manufacturing operations.  All products are manufactured for ISIS
by  third parties, including a substantial number under a  Supply
Agreement with Schwarz Pharma.  Approximately 80% of ISIS's sales
are  of  cardiovascular products, the most important of which  is
the drug PentalongTM.

      The Company intends to continue the operations of Cox, ISIS
and  the  smaller  German  and French generic  product  lines  to
achieve  benefits from leveraging these new activities  with  the
other businesses of the International Pharmaceutical Division. In
addition,  the Company plans to expand the scope of the  acquired
operations  by adding to the acquired product base certain  other
pharmaceutical products of the Company. The Company is continuing
to review market expansion opportunities in Europe.

       Facilities.   The  Company  maintains  five  manufacturing
facilities for its international pharmaceutical products, all  of
which also house administrative offices and warehouse space.  The
Company's plants in Lier, Norway and Barnstaple, England, include
many  technologically advanced applications for the manufacturing
of  tablet, liquid and ointment products. The Company's plant  in
Copenhagen,  Denmark,  which it shares  with  the  Fine  Chemical
Division,  manufactures  sterile products.  In  addition  to  the
Barnstaple,  Copenhagen  and Lier facilities,  the  Company  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   1998,   the   Company  substantially  completed   the
implementation  of  a  production  rationalization   plan   which
included  the  transfer  of  all  tablet,  ointment  and   liquid
production  from Copenhagen to Lier and the transfer  of  sterile
production from Norway to the Copenhagen facility. In addition to
increasing   available  capacity,  the  Company  is   recognizing
manufacturing efficiencies from this reorganization.

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

     Geographic Markets. The principal geographic markets for the
Division's  pharmaceutical  products  are  the  United   Kingdom,
Germany,  Netherlands,  France,  the  Nordic  and  other  Western
European countries, Indonesia, and the Middle East.

      Sales  and  Distribution and Customers.  Depending  on  the
characteristics of each geographic market, generic  products  are
predominantly marketed under either brand or generic  names.  OTC
products   are   typically  marketed  under  brand   names   with
concentration on skin care, tooth cavity prevention, pain  relief
and  vitamins. The Division employs a specialized sales force  of
363  persons,  134 and 143 of whom are in Indonesia  and  Germany
respectively,  that  markets and promotes  products  to  doctors,
dentists,  hospitals, pharmacies and consumers. In  each  of  its
international markets, the Company uses wholesalers to distribute
its pharmaceutical products.


U.S. Pharmaceuticals Division ("USPD")

      The  U.S.  Pharmaceuticals Division develops, manufactures,
and  markets  specialty generic prescription and over-the-counter
("OTC")  pharmaceuticals for human use.  With  approximately  170
products,  the Division is a market leader in generic liquid  and
topical pharmaceuticals with what the Company believes to be
the  broadest portfolio of manufactured products in  the  generic
industry. In addition, the Company believes it is the only  major
U.S.  generic  liquid and topical prescription drug  manufacturer
with  a substantial presence in generic OTC pharmaceuticals. With
approximately  60  OTC products, the Company  is  increasing  its
presence  as  a  significant supplier  to  major  retailers.  The
Company believes that its broad product lines give the Company  a
competitive advantage by providing large customers the ability to
buy a significant line of products from a single source.


     Sales of generic pharmaceuticals have continued to increase.
The  Company has identified four reasons for this trend: (i) laws
permitting  and/or  requiring pharmacists to substitute  generics
for  brand-name drugs; (ii) pressure from managed care and  third
party payors to encourage health care providers and consumers  to
contain costs; (iii) increased acceptance of generic drugs by
physicians,  pharmacists, and consumers; and (iv) an increase  in
the number of formerly patented drugs which have become available
to off-patent competition.

     Product  Lines.  The Company's U.S. Pharmaceutical  Division
(excluding  its  telemarketing  operation)  manufactures   and/or
markets  approximately 170 generic products, primarily in liquid,
cream  and  ointment, respiratory 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.


          Liquid   Pharmaceuticals.  The   U.S.   Pharmaceuticals
     Division  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
     Division  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 Division'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   Division
     manufactures  approximately 40 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  Division also manufactures  six  suppository
     products   and  markets  certain  other  specialty   generic
     products, including two aerosols and two nebulizer products.


     In  1999,  the Company maintained its strategy  of  entering
into  third  party  alliances  to  market  certain  of  its  U.S.
pharmaceutical products under licenses to third parties or  under
third  party  brands.   In addition, in  February  of  1999,  the
Company reached an agreement with Ascent Pediatrics, Inc. to lend
that entity a maximum of $40 million; $12 million of which can be
used  for  working  capital purposes and  the  remainder  of  $28
million  to  be used to execute projects reasonably designed  for
intermediate  term  growth.  As of February  2000  only  the  $12
million  for working capital has been advanced. Additional  loans
are  subject  to Ascent meeting a number of terms and conditions.
The  Company  also  received an option to  purchase  all  of  the
capital  stock  of  Ascent in 2003 for approximately  12.2  times
Ascent's 2002 operating earnings.

     Facilities. The Company maintains two manufacturing
facilities for its U.S. pharmaceutical operations, a research and
development center, four telemarketing facilities and an
automated central distribution center. The Division's largest
manufacturing facility is located in Baltimore, Maryland and is
designed to manufacture high volumes of liquid pharmaceuticals.
The Company's facility in Lincolnton, North Carolina manufactures
creams, ointments and suppositories.

     Competition. Although the Company 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
Company 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.

     Sales and Distribution. The Company maintains a professional
sales   force  to  market  the  U.S.  Pharmaceutical   Division's
products.  The Company supplements its sales effort  through  its
use  of  selected independent sales representatives. In addition,
the  Company's  advanced telemarketing operation,  which  employs
approximately   75  sales  personnel,  markets  and   distributes
products manufactured by third parties and, to a limited  extent,
the  Division. The Company has recently increased the use of  its
telemarketing  operations for the sale of  its  own  products  by
adding  a  dedicated  facility 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  Company  has  historically  sold  its  U.S.
pharmaceutical    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 Company is placing  an  increased
emphasis  on  marketing  its products directly  to  managed  care
organizations,  purchasing groups, mass merchandisers  and  chain
drug stores to gain market share and enhance margins.

Fine Chemicals Division ("FCD")

     The Company's Fine Chemicals Division develops, manufactures
and    markets   active   pharmaceutical   ingredients   to   the
pharmaceutical industry for use in finished dose products sold in
more  than  50 countries and benefits from over four  decades  of
experience  in  the  use of and development of  fermentation  and
purification  technology. In addition, the Company'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 business.

       Product   Lines.  The  Company's  fine  chemical  products
constitute  the active substances in certain pharmaceuticals  for
the  treatment of certain skin, throat, intestinal  and  systemic
infections.  The  Company  is  the world's  leading  producer  of
bacitracin,  bacitracin  zinc and polymixin,  and  is  a  leading
producer of vancomycin; all of which are important pharmaceutical
grade   antibiotics.   The   Company  also   manufactures   other
antibiotics  such  as  amphotericin  B  and  colistin   for   use
systemically  and  in  specialized  topical  and  surgical  human
applications.   The  Company  has  substantially   expanded   its
production  capacity and sales of vancomycin as a result  of  the
1997  approval to sell vancomycin in the U.S., expanded  capacity
at  its Copenhagen facility, and the December 1998 acquisition of
a facility in Budapest, Hungary.

      Facilities.  The  Company manufactures  its  fine  chemical
products  in  its plants in Oslo, Norway (which also manufactures
products  for  the  Animal Health Division), Copenhagen,  Denmark
(which   it   shares   with  the  International   Pharmaceuticals
Division)and Budapest, Hungary. Each plant includes fermentation,
specialized  recovery  and purification equipment.  The  Budapest
facility   is   presently  undergoing  a  material   upgrade   in
manufacturing  processes and capacity. All these facilities  have
been  approved  as  a manufacturer of certain  sterile  and  non-
sterile bulk antibiotics by the FDA and by the health authorities
of certain European countries. (See "Environmental Matters" for a
discussion  of an administrative action related to  the  Budapest
facility)

       Competition.  The  bulk  antibiotic  industry  is   highly
competitive  and many of the Company's competitors in  this  area
are  substantially larger and have greater financial,  technical,
and  marketing  resources than the Company.  Sales  are  made  to
relatively  few  large customers with prices and quality  as  the
determining sales factors. In sales to smaller customers,  price,
quality  and  service  are the determining factors.  The  Company
believes   its   fermentation  and  purification  expertise   and
established reputation provide it with a competitive advantage in
these antibiotic products.

     Geographic Markets and Sales and Distribution. U.S. sales of
fine chemical products represent approximately 50% of the revenue
from  these products with significant additional sales in Europe,
Asia  and  Latin America. The Company distributes and  sells  its
fine chemical products in the U.S. and Europe using its own sales
force.  Sales  in other parts of the world are primarily  through
the use of local agents and distributors.


Animal Pharmaceuticals

   The animal  pharmaceutical business is comprised of the Animal
Health  Division and the Aquatic Animal Health Division. Each  of
these  divisions is managed by a separate senior management team.
In   1999,  the  Company  had  animal  health  product  sales  of
approximately $175.6 million, before elimination of  intercompany
sales, with operating profit of approximately $35.6 million.

Animal Health Division ("AHD")

     The    Company    develops,   manufactures    and    markets
pharmaceutical  products for animals raised for  commercial  food
production worldwide. The Company believes that its animal health
business is a leading manufacturer and marketer of feed additives
to the worldwide poultry and swine industries.

       Product  Lines.  The  Company's  principal  animal  health
products are: (i) BMDT, a bacitracin based feed additive used  to
promote  growth and feed efficiency and prevent or treat diseases
in  poultry  and swine; (ii) Albac(TM), a bacitracin  based  feed
additive  to  promote growth and feed efficiency and  prevent  or
treat  diseases  in poultry, swine and calves; (iii)  3-Nitro(R),
Histostat(TM), Zoamix(R), anticoccidials, and chloromax  ("CTC"),
feed  grade  antibiotics,  all of  which  are  commonly  used  in
combination  or  sequentially  with  BMD;  (iv)  Deccox,  a  feed
additive used to prevent and control diseases that affect  growth
in cattle and calves; (v) Vitamin D3, a feed additive which is an
essential  nutrient  for growth in poultry  and  swine  and  (vi)
soluble  antibiotics  and vitamins. Based upon  its  fermentation
experience  and a strong marketing presence, the Company  is  the
market  leader  in  the manufacture and sale of  bacitracin-based
feed additives which are marketed under the brand names Albac and
BMD.  In addition, the Company believes that it has a significant
market  share with several other of its feed additives, including
those sold under the Company's 3-Nitro brands.

      In  1997,  the Company 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 Company for a period of 15 years. Deccox is used
to  prevent  and  control coccidiosis (a parasite that  adversely
affects growth)in cattle. The acquisition of the Deccox brand has
provided  the Company with its initial entry into the cattle  and
calf  market. In addition to Deccox sales, this has  offered  the
opportunity  to  market  to the cattle industry  several  of  the
Company's established products which have historically been  sold
only in the swine and poultry markets.

     In   1999   the  Company  purchased  I.D.  Russell   Company
Laboratories, a manufacturer of a line of soluble antibiotics and
vitamins  and  acquired exclusive marketing rights to  an  animal
fertility  testing system.  In addition, during 1999 the  Company
acquired  exclusive marketing rights to Reporcin  (a  performance
and  meat  quality  improvement product  for  injectable  use  in
swine).   Sales  of  Reporcin  are  ongoing  in  certain  limited
countries; however the full realization of the potential for  PST
is  dependant  upon  governmental license approvals,  and  market
acceptance,  in  numerous other countries, including  the  United
States. The agreement granting the Company rights to PST requires
the  Company  to  make  a  maximum of $65 million  in  additional
product  payments  upon receipt of product  licenses  in  certain
specified  countries and to expend additional funds to  build  or
lease a  plant to manufacture Reporcin.

      The  Company  believes that the number of products  it  has
approved  to  be  used in combination with other  products  is  a
significant competitive advantage. FDA regulations require animal
health products to be approved for use in combination with  other
products in animal feeds. Therefore, it is generally difficult to
gain market acceptance for new products unless such products  are
approved  for use with other existing products. The approval  for
use of a new product in combination with other products generally
requires  the  cooperation  of the  manufacturer  of  such  other
products. When seeking such cooperation from other manufacturers,
the  Company  believes  it  is a competitive  advantage  to  have
products   with  which  other  manufacturers  desire  to   obtain
combination approval. To date, the Company has been successful in
its ability to obtain the cooperation of third parties in seeking
combination approval for its products. There can be no assurance,
however,   that  the  Company  will  continue  to   obtain   such
cooperation from others. Presently, the Company has  a  total  of
271 combination approvals in the U.S.

      The Company believes that features of BMD have enhanced the
Company's  competitive  position in the animal  health  business.
Generally, FDA regulations do not permit animals to be  sold  for
food production unless their feed has been free of additives that
are  absorbed into animal tissue for a certain period of time  as
required  by  FDA rules. BMD is 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  allows
producers  to  avoid the burden of removing these additives  from
feed in order to meet the FDA requirement.

      Facilities. The Company produces its animal health products
in   state-of-the-art manufacturing facilities. The Animal Health
Division  produces BMD at its Chicago Heights, Illinois facility,
which contains a modern fermentation and recovery plant. Albac is
manufactured at the Oslo facility shared with the Fine  Chemicals
Division. Soluble antibiotics and vitamins are  formulated in the
division's Longmont, Colorado facility and PST is produced at the
Company's  plant in Melbourne, Australia. CTC is  purchased  from
foreign  suppliers  and  blended domestically  at  the  Company's
facility   in  Lowell,  Arkansas  and  at  independent   blending
facilities.   The   3-Nitro  product  line  is  manufactured   in
accordance  with  a  ten  year  agreement  using  the   Company's
technology  at  an  unrelated company's  facility.  The  contract
requires the Company to purchase minimum yearly quantities  on  a
cost  plus  basis. Blending of 3-Nitro is done at  the  Company's
Lowell plant.

       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  production  enhancing  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.

      Geographic  Markets. The Company presently  sells  a  major
portion  of  its  animal health products in  the  U.S.  With  the
opening  of sales offices in Canada, Latin America, and  the  Far
East,  the  Animal Health Division has expanded its international
sales  capability  consistent  with  its  strategy  for  internal
growth.

     Sales and Distribution. The Company's animal health products
in  the U.S., Canada, Mexico, Brazil, Australia and certain other
selected markets are sold through a staff of technically  trained
sales  and  service employees. The Company has sales  offices  in
Norway,  Canada,  Mexico,  Singapore, the  People's  Republic  of
China,  Brazil,  France and Belgium and,  in  1999,  added  sales
offices   in  Australia.  The  Company  anticipates  establishing
additional  foreign  sales offices. Sales of  the  Animal  Health
Division's  products  in the remainder  of  the  world  are  made
primarily through the use of distributors and sales companies. In
January  of  1999,  the  Company combined its  wholly-owned  U.S.
distribution  company with two similar third  party  distribution
businesses to form a joint venture 50% owned by the Company.  The
new entity is a regional distributor of animal health products in
the Central South West and Eastern regions of the U.S.

      Customers. Sales are made principally to commercial  animal
feed  manufacturers  and integrated swine and poultry  producers.
Although  the Division is not dependent on any one customer,  the
customer  base  for animal health products is in a  consolidation
phase.  Therefore, as consolidation continues,  the  Company  may
become  more  dependent on certain individual customers  as  such
customers increase their size and market share.


Aquatic Animal Health Division ("AAHD")

      The  Company  believes it is a leader in  the  development,
manufacture  and  marketing of vaccines  for  use  in  immunizing
farmed  fish against disease. While third parties may, from  time
to  time,  have  products which they deem  to  be  superior,  the
Company  believes  it 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  Company'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.

      In November 1999 the Company purchased Vetrepharm Ltd., the
United  Kingdom distributor of AAHD products and certain products
of   unaffiliated   manufacturers  for  cash   consideration   of
approximately $2.5 million.

      Product  Lines. The Aquatic Animal Health Division  is  the
leading  supplier of injectable vaccines for farm raised  salmon.
In  addition  the  Division is a pioneer in  the  development  of
vaccines  for  trout, sea bass, sea bream, yellowtail  and  other
commercially important farm species.

      Facilities.  The  Company  manufactures  its  fish  vaccine
products    at   its   Overhalla,   Norway   facility.   Contract
manufacturing  is utilized to provide certain raw  materials  for
vaccine  production.  In 1999, the Company closed  its  Bellevue,
Washington production facility and transferred substantially  all
of the products manufactured at that plant to Overhalla.

      Competition. While the Company has few competitors  in  the
aquatic animal health industry,  the industry is subject to rapid
technological  change. Competitors could develop  new  techniques
and  products  that  would  render the Company's  aquatic  animal
health  products obsolete if the Company was unable to match  the
improvements  quickly. In this regard, the Company  is  presently
developing  a new salmon vaccine to reverse a decline  in  market
share  caused  by the market perception that a competing  product
may provide better disease protection.

      Geographic  Markets. The Company sells its  aquatic  animal
health products in Norway, the United Kingdom, Canada, the  U.S.,
Greece and Turkey.

     Sales and Distribution. The Company sells its aquatic animal
health products through its own technically oriented sales  staff
in  Norway and the United Kingdom. In other markets, the  Company
operates through distributors. The Company 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
Division's products.


Information Applicable to all Business Segments

External Growth Strategy

     An important element of the Company's long term strategy is
to pursue acquisitions that in general will broaden global reach
and/or augment the product portfolios of the Company. In this
regard the Company is currently evaluating and, in some instances
actively considering, several possible acquisition candidates.
Subsequent to December 31, 1999 the Company executed a non-
binding letter of intent with respect to one such business.
Filings were made and clearance received under the Hart-
Scott-Rodino Anti-trust Improvements Act and the Company is
currently negotiating definitive agreements and reviewing certain
data, including recently received financial information.  If
consummated, this acquisition would be material to the operations
and financial position of the Company and would require funding
in addition to that presently available under the Company's
banking arrangements. There can be no assurance that such
activities will result in the consummation of any transaction.

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  business
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, patent circumvention development (in  the
U.S.)  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  Animal
Pharmaceuticals 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 FDA  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; and Chicago Heights, Illinois,
as  well  as through independent research facilities in the  U.S.
and Europe.

      Research and development expenses were approximately  $40.2
million,  $36.0  million, and $32.1 million in  1999,  1998,  and
1997, respectively.



Government Regulation

     General.   The  research,  development,  manufacturing   and
marketing  of  the  Company's products are subject  to  extensive
government regulation by either the FDA or the USDA, as  well  as
by  the DEA, FTC, 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  except  in  the  area   of   feed
antibiotics.  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  FDA  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  the  Company has taken  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:
(1)  the  subject of an approved New Drug Application  which  has
been  reviewed  for both safety and effectiveness;  (2)  marketed
under  an  NDA approved for safety only; (3) marketed without  an
NDA;  or  (4)  marketed  pursuant to  over-the-counter  monograph
regulations.  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  the
FDA  prior to marketing.  Drug products which are generic  copies
of  the  other  types  of branded products  may  be  marketed  in
accordance with either an FDA 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 our  current
pharmaceutical products are legally marketed under the applicable
FDA  procedure, its marketing authority  is subject to revocation
by  the  agency.  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  an  ANDA  under  the  Drug   Price
Competition and Patent Term Restoration Act of 1984 (the "Waxman-
Hatch  Act") 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.

       Certain  of  the  Company's  animal  health  products  are
regulated  by  the  FDA, as described above, while  other  animal
health products are regulated by the USDA.

     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, that
stability  tests  are also carried out 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  size.   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 we conduct 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,   financial  condition   and   results   of
operations.

     The European union and five non-EU countries have banned the
use  of  four antibiotics effective July 1, 1999. While three  of
these  products  were not manufactured or sold  by  the  Company,
bacitracin zinc, a feed antibiotic growth promoter for  livestock
which is manufactured by the Company, is included in the ban. The
Company  is  attempting to reverse or limit the EU  action  which
affects our Albac product. See "Risk Factors".

      Facility  Approvals. The Company's manufacturing operations
(in  the  U.S.  as well as three of its 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 FDA and EU regulations. 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.  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  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 and good manufacturing practice ("GMP")  as  set
out  in  an EU Directive relating to Good Manufacturing  Practice
which  makes  compliance with the principles  of  GMP  compulsory
throughout the EU.

       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 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  Act
also  provides patent extension and 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 NDAs involving new chemical compounds and a three year market
exclusivity    period   for   NDAs   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 FDA 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,  the  FDA Modernization Act of 1997 allows  brand  name
manufacturers  to seek six months of additional exclusivity  when
they have conducted pediatric studies on the drug. Therefore,  we
cannot predict the extent to which the Waxman-Hatch Act, the  FDA
Modernization Act of 1997, or URAA could postpone launch of  some
of our 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  period which generally coincides with  patent
expiry  (unless they have the consent of the person who submitted
the original test data for the first marketing authorization,  or
can  compile an adequate dossier of  their 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 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
FDA can (1)permanently or temporarily prohibit alleged wrongdoers
from  submitting or assisting in the submission of an  ANDA;  (2)
temporarily deny approval of, or suspend applications to  market,
particular  generic drugs; (3) suspend the distribution   of  all
drugs  approved  or  developed pursuant to an invalid  ANDA;  (4)
withdraw  approval  of an ANDA; (5) seek civil penalties  against
the  alleged wrongdoer, and (6) 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  statute, but there can be no assurance that restrictions
or fines will not be imposed on the Company in the future.

     Controlled Substances Act. The Company also manufactures 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 noncompliance  with  the  foregoing
regulations,  but there can be no assurance that restrictions  or
fines will not be imposed on it 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.  The Company
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 it.

        Medicaid    legislation   requires   all   pharmaceutical
manufacturers  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.   An
investigation  regarding  the pricing of  generic  drugs  in  the
United  Kingdom was recently begun. (See "Legal Proceedings"  and
"Risk  Factors".)  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 the EU regulate the pricing of such products and
in  some  cases  limit 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  50%  of   the
Company's  revenues  in  1999. For certain financial  information
concerning  foreign and domestic operations see Note  21  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 Company is presently engaged in administrative proceedings
with  respect to soil and  acquifer contamination at its Budapest
plant  and air and waste discharge issues at its Lowell, Arkansas
plant. The Company anticipates the need for improvements at these
plants; the cost of which has not yet been determined but is  not
believed to be material to the Company. Certain costs incurred at
the Budapest facility are subject to reimbursement obligations of
the previous owner.

  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.   The
EPA  has  offered,  and  the Company has  accepted,  a  tentative
settlement (subject to normal provisions for additional payments)
which  would  require a payment by the Company of less  than  one
thousand dollars.

   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 2000.

Employees

     As of December 31, 1999, the Company had approximately 3,300
employees, including 1,100 in the U.S. and 2,200 outside  of  the
U.S.

Risk Factors

      This  report  includes certain forward looking  statements.
Like  any  company subject to a competitive and changing 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:

The Company's substantial indebtedness could limit its ability to
obtain additional financing, limit its operating flexibility  and
make it more vulnerable to economic downturns.

      As  of December 31, 1999, the Company had total outstanding
long-term   indebtedness  of  approximately   $592   million   or
approximately 63% of its total capitalization.  In addition,  the
Company  had  $160  million of availability under  its  revolving
credit  facility and short-term European lines,  subject  to  the
satisfaction  of  the  financial tests  and  maintenance  of  the
financial ratios described in this document and our other  public
filings.   These tests and covenants include an interest coverage
ratio,  total  debt  to EBITDA and equity to asset  ratio.   This
level of indebtedness could:

- limit the Company's ability to obtain additional financing

- limit  the  Company's  operating flexibility  as  a  result  of
  covenants contained in its credit facility

- make the Company more vulnerable to economic downturns and

-  limit   the   Company's  ability  to  pursue  other   business
   opportunities.

Also, the Company is vulnerable to fluctuations in interest rates
since  approximately $228 million of its total debt  at  December
31, 1999 was at variable interest rates.  The Company believes it
is more leveraged than many of its competitors.

Potential  acquisitions  may reduce the  Company's  earnings,  be
difficult  to  integrate into the Company and require  additional
financing.

      The  Company  is searching for and evaluating  acquisitions
which will provide new product and market opportunities, leverage
existing  assets  and  add critical mass.  Acquisitions  commonly
involve  risks  and  may have a material  effect  on  results  of
operations.  (See  "Information  Applicable  to  All  Segments  -
External  Growth Strategy".) Any acquisitions the  Company  makes
may  fail  to  accomplish its strategic objectives,  may  not  be
successfully integrated with its operations and may  not  perform
as expected.  In addition, based on current acquisition prices in
the pharmaceutical and animal health industry, acquisitions could
initially  be  dilutive  to  the  Company's  earnings   and   add
significant  intangible assets and related goodwill  amortization
charges.    The  Company's  acquisition  strategy  will   require
additional  debt  or  equity financing, resulting  in  additional
leverage and/or dilution of ownership, respectively.  The Company
may not be able to finance acquisitions on terms satisfactory  to
it.

The Company is subject to government regulations and actions that
increase its costs and could prevent it from marketing or selling
some of its products in certain countries.

      The  research, development, manufacturing and marketing  of
the   Company's  products  is  subject  to  extensive  government
regulation.  Government  regulation includes  inspection  of  and
controls over testing, manufacturing, safety, efficacy, labeling,
record  keeping  and  sale  and  distribution  of  pharmaceutical
products.  The  U.S.  and  other  governments  regularly   review
manufacturing    operations.   Noncompliance   with    applicable
requirements can result in fines, recall or seizure of  products,
suspension  of  production and debarment of  individuals  or  our
company from obtaining new drug approvals.  Government regulation
substantially increases the cost of manufacturing, developing and
selling the Company's products.

      The  Company has filed applications to market its  products
with  the  United States Food and Drug Administration  and  other
regulatory  agencies  both in the U.S. and internationally.   The
timing  of  receipt  of  approvals  of  these  applications   can
significantly  affect  future   revenues  and  income.   This  is
particularly  significant with respect to  human  pharmaceuticals
where  the Company is, in certain instances, considering the  use
of  procedures which would seek marketing approvals prior to  the
latest   date  as  to  which  a  third  party  may  claim  patent
protection.   The  use of this strategy is likely  to  result  in
significant   litigation  with  no  assurance  of   success   and
potential exposure for patent infringement damages.  There can be
no  assurance that the Company will obtain new product  approvals
in  a timely manner, if ever.  Failure to obtain approvals, or to
obtain  them when expected, could have a material adverse  effect
on  the  Company's business.  The Company also has  affiliations,
license agreements and other arrangements with companies, such as
Ascent  Pediatrics, Inc. which arrangements depend on  regulatory
approvals sought by such companies.

     The issue of the potential for increased human resistance to
certain antibiotics used in food producing animals is the subject
of  discussions on a world-wide basis and, in certain  instances,
has  led to government restrictions on the use of antibiotics  in
such  animals.  While most of this activity has involved products
other  than  those  offered for sale by  the  Company,  effective
July  1, 1999, the European Union and five non-EU countries  have
banned  the use of three products not manufactured by the Company
and   bacitracin   zinc,  a  feed  antibiotic   growth   promoter
manufactured  by  the Company which has been  used  in  livestock
feeds  for  over  40  years.  The  EU  ban  is  based  upon   the
"Precautionary  Principle" which states that  a  product  may  be
withdrawn  from  the market based upon a finding of  a  potential
threat of serious or irreversible damage even if such finding  is
not supported by scientific certainty.  1998 sales (the last full
year  of  sales  in  the  EU) of the Company's  bacitracin  based
products  were  approximately $10.9 million in the  EU  and  $1.8
million  in  the  non-EU countries which  have  also  banned  the
product.  The Company's initial effort to reverse this action  by
means  of a court injunction from the Court of First Instance  of
the  European  Court was denied.  The Company is  making  further
attempts  to  reverse  or  limit  this  action,  with  particular
emphasis  on  political  means.  Although  the  Company  may  not
succeed,  it believes that strong scientific evidence  exists  to
refute  the  EU  position.   In  addition,  other  countries  are
considering a similar ban.  If the loss of bacitracin zinc  sales
is  limited to the European Union and those countries  that  have
already  taken similar action, the Company does not anticipate  a
material  adverse  effect.  If either (a)  other  countries  more
important to the Company's sales of bacitracin-based products ban
these  products  or  (b)  the European  Union  (or  countries  or
customers within the EU) acts to prevent the importation of  meat
products  from  countries that allow the use of  bacitracin-based
products, the Company could be materially affected.  Specifically
the  loss  of  the U.S. market for its bacitracin based  products
would  be materially adverse to the Company.  The Company  cannot
predict whether the present bacitracin zinc ban will be expanded.
In  addition, the Company cannot predict whether this  antibiotic
resistance  issue  will result in expanded regulations  adversely
affecting   other   antibiotic  based  animal   health   products
manufactured by the Company.

The  Company's  foreign  operations  are  subject  to  additional
economic and political risks.

     The  Company's  foreign operations are subject  to  currency
exchange fluctuations and restrictions, political instability  in
some countries, and uncertainty as to the enforceability of,  and
government control over, commercial rights.

      Some  of the Company's foreign operations, particularly  in
Indonesia where it has a manufacturing facility and Brazil  where
it  has  recently added significant sales, are being affected  by
the wide currency fluctuations and decreased economic activity in
these  regions  and,  in  the case of Indonesia,  by  social  and
political  unrest.   While  the  Company's  present  exposure  to
economic  factors  in  these regions is not  material,  they  are
important areas for anticipated future growth.

      The  Company  sells  products in many  countries  that  are
recognized  to  be  susceptible to significant  foreign  currency
risk.   These products are generally sold for U.S. dollars, which
eliminates the direct currency risk but increases credit risk  if
the  local  currency devalues significantly and it  becomes  more
difficult for customers to purchase U.S. dollars required to  pay
the  Company.   Recent acquisitions in Europe have increased  the
foreign currency risk.

The  Company's operating results have varied in the past and  may
continue to do so.

     The Company's business may experience variations in revenues
and   net   income  as  a  result  of  many  factors,   including
acquisitions,   delays  in  the  introduction  of  new  products,
success  or  failures of strategic alliances and joint  ventures,
management   actions   and   the  general   conditions   of   the
pharmaceutical and animal health industries.

Many  of  the Company's competitors have more resources than  the
Company.

       All   of  the  Company's  businesses  operate  in   highly
competitive markets and many of its competitors are substantially
larger  and  have  greater  financial,  technical  and  marketing
resources.  As a result, the Company may be at a disadvantage  in
our   ability  to  develop  and  market  new  products  to   meet
competitive demands.

The  Company has  been and will continue to  be affected  by  the
competitive and changing nature of the pharmaceutical industry.

      The  Company's  U.S.  generic pharmaceutical  business  has
historically been subject to intense competition.  As patents 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  increases.  The timing of these price  decreases  is
unpredictable and can result in a significantly curtailed  period
of  profitability for a generic product.  In addition, brand-name
manufacturers  frequently take actions to prevent  or  discourage
the  use  of generic equivalents through marketing and regulatory
activities and litigation.

      Generic  pharmaceutical market conditions in the U.S.  were
further  exacerbated  in recent years 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.  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  factors which have adversely affected the U.S. generic
pharmaceutical  industry  may also affect  some  or  all  of  the
markets  in  which the IPD operates.  In addition, in Europe  the
Company  is encountering price pressure from parallel imports  of
identical  products from lower priced markets under  EU  laws  of
free  movement  of goods.  Parallel imports could lead  to  lower
volume growth.  The Company'sIPD is also affected by governmental
initiatives  or actions to maintain or reduce drug prices.   Both
parallel  imports  and  governmental cost containment  and  other
regulatory   efforts  could  create  lower  prices   in   certain
geographic  areas  including the United Kingdom  and  the  Nordic
countries  where the Company has significant sales.  (See  "Legal
Proceedings".)

       It  may  be  difficult  for  the  Company  to  respond  to
competitive challenges because of the significance of  relatively
few  major customers, such as large wholesalers and chain stores,
a  rapidly  changing  market and uncertainty  of  timing  of  new
product approvals.

Future  inability  to  obtain  raw  materials  or  products  from
contract  manufacturers  could  seriously  affect  the  Company's
operations.

      The  Company currently purchases many of its raw  materials
and  other products from single suppliers.  Although the  Company
has  not experienced difficulty to date, it may experience supply
interruptions  in  the future and may have to  obtain  substitute
materials  or products.  If the Company has to obtain  substitute
materials  or  products,  the Company  would  require  additional
regulatory  approvals.   Any significant interruption  of  supply
could have a material adverse effect on the Company's operations.

The Company's business is affected by the policies of third-party
payors, such as insurers and managed care organizations.

      The  Company's commercial success with respect  to  generic
products  depends,  in  part,  on the  availability  of  adequate
reimbursement  from  third-party  health  care  payors,  such  as
government   and  private  health  insurers  and   managed   care
organizations.   Third-party payors are increasingly  challenging
the   pricing  of  medical  products  and  services   and   their
reimbursement practices may prevent the Company from  maintaining
its  present product price levels.  In addition, the  market  for
the  Company's products may be limited by third-party payors  who
establish   lists  of  approved  products  and  do  not   provide
reimbursement for products not listed.

Some  of  the  Company's  products  may  be  subject  to  product
liability claims.

      Continuing  studies are being conducted  by  the  industry,
government  agencies  and  others.   These  studies  increasingly
employ  sophisticated methods and techniques and  can  call  into
question  the  utilization,  safety and  efficacy  of  previously
marketed products.  In some cases, these studies have resulted in
the  removal of products from the market and have given  rise  to
claims  for damages from previous users.  The Company's  business
could be harmed by such actions.

The Company's relationship with its controlling stockholder could
lead to conflicts of interest.

      A.L.  Industrier AS, or Industrier, is the beneficial owner
of  100%  of the outstanding shares of the Class B common  stock.
Industrier  also  owns $67.8 million of the 05 Notes  convertible
into  Class  B  common  stock.  As a  result  of  its  ownership,
Industrier  controls  the Company and is  presently  entitled  to
elect two-thirds of the members of its board of directors.  Einar
W.  Sissener,  Chairman  of the Board,  controls  a  majority  of
Industrier's  outstanding shares and is Chairman  of  Industrier.
In  addition,  Mr. Sissener beneficially owns 328,667  shares  of
Class A common stock.

      The  Company  and Industrier engage in various transactions
from  time  to  time, and conflicts of interest are present  with
respect  to  the  terms  of such transactions.   All  contractual
arrangements  between the Company and Industrier are  subject  to
review  by,  or  ratification  of, the  audit  committee  of  the
Company's board of directors as to the fairness of the terms  and
conditions  of  such arrangements to the Company.  The  committee
consists  of  one  or  more directors who are  unaffiliated  with
Industrier.


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 25, 2000) 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               71     Chairman of the Company since
Chairman and Director              1975.  Chief Executive Officer
                                   from June 1994 to June 1999.
                                   Member of the Office of the
                                   Chief Executive of the Company
                                   July 1991 to June 1994.
                                   Chairman of the Office of the
                                   Chief Executive June 1999 to
                                   December 1999. President,
                                   Alpharma AS since October
                                   1994. President, Apothekernes
                                   AS (now AL Industrier AS) 1972
                                   to 1994. Chairman of A.L.
                                   Industrier AS since November
                                   1994.

Ingrid Wiik                 55     President and Chief Executive
President,  Chief                  Officer since January 2000.
Executive Officer and              President of Alpharma's
Director                           International Pharmaceuticals
                                   Division 1994 to 2000;
                                   President, Pharmaceutical
                                   Division of Apothekernes
                                   Laboratorium A.S. 1986 to
                                   1994.

Jeffrey E. Smith            52     Vice President and Chief
Vice President, Finance            Financial Officer since May
and Chief Financial                1994.  Executive Vice
Officer                            President and Member of the
                                   Office of the Chief Executive
                                   July 1991 to June 1994.  Vice
                                   President, Finance of the
                                   Company from November 1984 to
                                   July 1991.


Robert F. Wrobel            55     Vice President and Chief Legal
Vice President and Chief           Officer since October of 1997.
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.

David R. Jackson            47     Vice President, Investor
Vice President, Investor           Relations and Corporate
Relations and Corporate            Communications since March
Communications                     2000. Executive Vice President
                                   and Managing Director Global
                                   Consulting, Thomson Financial
                                   Investor Relations, 1998 to
                                   2000. Vice President, General
                                   Manager, Corporate Services,
                                   First Call Corporation 1996 to
                                   1998.

Albert N. Marchio, II       47     Treasurer of the Company since
Vice President and                 May 1992. Treasurer of Laura
Treasurer                          Ashley, Inc. 1990 to 1992.

John S. Towler              51     Controller of the Company
Vice President and                 since March 1989.
Controller


Thomas L. Anderson          51     President of the Company's
Vice President and                 U.S. Pharmaceuticals Division
President, U.S.                    since January 1997; President
Pharmaceuticals Division           and Chief Operating Officer of
                                   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         53     President of the Company's
President and President,           Animal Health Division since
Animal Health Division             May 1997. Consultant with
                                   Brakke Consulting, Inc. from
                                   1996 through May of 1997,
                                   President of Lifelearn, Inc.
                                   in 1995, and President of the
                                   Cyanamid North American Animal
                                   Health and Nutrition Division
                                   from 1992 to 1994.

Carl-Ake Carlsson           37     President of Alpharma's
Vice President and                 International Pharmaceuticals
President, International           Division since January 2000;
Pharmaceuticals Division           Senior Vice President Finance
                                   and Strategy Development of
                                   International Pharmaceuticals
                                   Division 1995 to 2000.


Thor Kristiansen            56     President of the Company's
Vice President and                 Fine Chemicals Division since
President, Fine Chemicals          October 1994; President,
Division                           Biotechnical Division of
                                   Apothekernes Laboratorium A.S
                                   1986 to 1994.

Knut Moksnes                49     President of the Company's
Vice President and                 Aquatic Animal Health Division
President, Aquatic Animal          since October 1994; Managing
Health Division                    Director, Fish Health Division
                                   of Apothekernes Laboratorium
                                   A.S 1991 to 1994.



Item 2.   Properties

Manufacturing and Facilities

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

                          Facility
Location         Status     Size    Use
                          (sq.ft.)

Fort Lee, NJ    Leased     37,000   Offices-Alpharma corporate
                                    and AHD headquarters
Oslo, Norway    Leased    204,400   Manufacturing of AHD and FCD
                                    products, Alpharma corporate
                                    offices and headquarters for
                                    IPD,FCD and AAHD
Baltimore, MD   Owned     268,000   Manufacturing and offices for
                                    USPD
Baltimore, MD   Leased     18,000   Research and development for
                                    USPD
Chicago         Owned     195,000   Manufacturing,warehousing,res
Heights, IL.                        earch and development and
                                    offices for AHD
Columbia, MD    Leased    165,000   Distribution center for USPD
Lincolnton, NC  Owned     138,000   Manufacturing and offices for
                                    USPD
Lowell, AR      Leased    105,000   Manufacturing,warehousing and
                                    offices for AHD
Niagara Falls,  Owned      30,000   Warehousing and offices for
NY                                  USPD
Barnstaple,Engl Owned     250,000   Manufacturing, warehousing
and                                 and offices for IPD
Budapest,Hungar Owned     175,000   Manufacturing,warehousing and
y                                   offices for FCD
Copenhagen,Denm Owned     345,000   Manufacturing,warehousing,
ark                                 research and development and
                                    offices for IPD and FCD
Jakarta,Indones Owned      80,000   Manufacturing, warehousing,
ia                                  research and development and
                                    offices for IPD
Lier,Norway     Owned     180,000   Manufacturing,warehousing and
                                    offices for IPD
Overhalla,Norwa Owned      39,500   Manufacturing,warehousing and
y                                   offices for AAHD
Vennesla,Norway Owned      81,300   Manufacturing, warehousing
                                    and offices for IPD
Paris, France   Leased     16,000   Warehousing and offices for
                                    IPD
Melbourne,      Leased     17,000   Manufacturing, warehousing
Australia                           and offices for AHD

Longmount, CO   Owned      62,000   Manufacturing, warehousing
                                    and offices for AHD
Fordinbridge,   Leased     20,000   Warehousing and offices for
England                             AAHD

Langenfeldt,    Leased     22,000   Offices for IPD
Germany

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  United  Kingdom  Office of  Fair  Trading  ("OFT")  is
conducting  an  investigation into  the  pricing  and  supply  of
medicine by the generic industry in the United Kingdom. As a part
of  this  investigation Cox, the Company's generic pharmaceutical
subsidiary  in  the United Kingdom, received in February  2000  a
request for information from the OFT. The request states that the
OFT  is  particularly concerned about the sustained rise  in  the
list  price of a range of generic pharmaceuticals over the course
of   1999  and  is  considering  this  matter  under  competition
legislation.  In  December  1999  Cox  received  a  request   for
information   from  the  Oxford  Economic  Research   Association
("OXERA"),   an   economic  research  company  which   has   been
commissioned by the United Kingdom Department of Health to  carry
out a study of the generic drug industry. The requests related to
certain  specified  drugs and the Company has responded  to  both
requests  for information. The Company is unable to predict  what
impact  the  OFT investigation or OXERA study will  have  on  the
operations  of Cox and the pricing of generic pharmaceuticals  in
the United Kingdom. The operating income of Cox was $28.9 million
in  1999  and 5.0 million in 1998 (not including special  charges
related  to  the  acquisition) with the increase being  primarily
attributable to price increases and to a lesser extent, the  fact
that   Cox  was  owned  for  only  eight  months  in  1998.   See
"Management's Discussion and Analysis of Financial Condition  and
Results of Operations - 1999 vs. 1998."

      The  Company  was  originally  named  as  one  of  multiple
defendants  in  over  62 lawsuits filed in various  U.S.  Federal
District  Courts  and  several  State  Courts  alleging  personal
injuries  and  six  class actions requesting  medical  monitoring
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  (the
"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 been  dismissed
from  all of the class actions, and the plaintiffs in all but  10
of  the  individual actions have agreed to take (or have  already
taken)  actions  to dismiss the Company without  prejudice.   The
Company  has  demanded  defense  and  indemnification  from   the
manufacturers from whom it purchased phentermine and  have  filed
claims  against those manufacturers' insurance carriers  and  its
own   carriers.   The  Company  has  received  reimbursement   of
litigation costs from one of the manufacturers' carriers and  has
entered  into an agreement with that manufacturer and its carrier
to   continue   to   receive  reimbursement  for   expenses   and
indemnification  for losses to the extent of the carriers  policy
obligations   and  the  manufacturer's  legal  liability.    This
agreement  requires that the Company share in the  policy  limits
and  the  manufacturer's  available assets  with  certain  other,
similarly  situated Fen-Phen defendants.  The  Company  does  not
expect  that  the  Fen-Phen lawsuits will  be  material.   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.

      The Company has received written notice of a claim alleging
that it is violating certain third party U.S. patents in the area
of   electronic  reading  devices  and  offering  to  enter  into
licensing  discussions.  While the Company has not completed  its
analysis of either the validity or applicability of said patents,
several  material Company manufacturing facilities do use devices
and  machinery within the general technical area covered by these
third party patents.  Based upon factors considered reasonable as
of  this date, the Company has no reason to anticipate that  this
matter will result in liability material to the Company.

      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.


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 1999 and 1998
sales  prices of the Company's Class A Common Stock is set  forth
in the table below.

                              Stock Trading Price
                          1999                     1998
Quarter         High      Low            High       Low

First        $43.06      $30.56        $24.31      $18.94
Second       $39.00      $25.69        $23.00      $19.75
Third        $37.44      $32.50        $26.31      $21.44
Fourth       $35.19      $26.88        $36.94      $22.56

      As  of  December 31, 1999 and March 10, 2000 the  Company's
stock closing price was $30.75 and $37.88, respectively.

Holders

      As of March 10, 2000, there were 1,796 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  96% 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 1999
and 1998 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. The data for each of the three
years  in  the  period ended December 31, 1999 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. The Company's 1999  financial
statements have been restated. No financial statements  prior  to
1999  have  been  restated.  For  a  further  discussion  of  the
restatement  see "Business - Restatement of Financial Statements"
and  note  2B  of the notes to consolidated financial statements.
All amounts are in thousands, except per share data.


 Income Statement Data
                                      Years Ended December 31,
                       1999(3,5) 1998(2)    1997     1996(1)     1995
                          (as
                       restated)

Total revenue          $732,443  $604,584 $500,288 $486,184   $520,882

Cost of sales          392,316   351,324  289,235   297,128    302,127


 Gross profit          340,127   253,260  211,053   189,056    218,755


Selling, general and
 administrative        244,775   188,264  164,155   185,136    166,274
expenses

Operating income       95,352     64,996  46,898      3,920     52,481


Interest expense       (39,174)  (25,613) (18,581)   (19,976)  (21,993)


Other income
 (expense), net         1,450      (400)     (567)     (170)      (260)


Income (loss) before
 income taxes          57,628     38,983  27,750    (16,226)    30,228


Provision (benefit)
 for income taxes      20,656     14,772   10,342    (4,765)    11,411


Net income (loss)      $36,972   $24,211  $ 17,408  $(11,461)   18,817        $


Average number of
 shares outstanding:
  Diluted              34,848(4)  26,279   22,780    21,715     21,754


Earnings (loss) per
 share: Diluted        $ 1.27    $   .92  $   .76   $  (.53)   $   .87

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


(1)  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).

(2)  Includes  results of operations from date of acquisition  of
     Cox Pharmaceuticals (May 1998) and non-recurring charges related
     to  the Cox acquisition which are included in cost of  sales
     ($1,300)  and selling, general and administrative  ($2,300).
     Charges, net after tax, were approximately $3,130 ($0.12 per
     share).

(3)  Includes results of operations from date of acquisition  for
     all 1999 acquisitions. In addition, 1999 includes pre-tax charges
     of approximately $2,175 relating to the closing of the Company's
     AAHD  facility  which are included in selling,  general  and
     administrative.

(4)  Includes shares assumed issued under the if-converted method
     for the convertible notes.

(5)  See note 2B of the notes to the consolidated financial
     statements for a description of the adjustments resulting from
     the restatement.


                                 As of December 31,
Balance Sheet Data     1999(1,3)    1998(2)   1997      1996      1995
                     (as restated)

Current assets         $  381,872  $335,484  $273,677  $274,859  $282,886
Non-current assets        778,394   573,452   358,189   338,548   351,967

 Total assets         $1,160,266  $908,936  $631,866  $613,407  $634,853
Current liabilities    $  164,276  $170,437  $133,926  $155,651  $169,283
Long-term debt, less
  current maturities     591,784    429,034   223,975   233,781   219,451
Deferred taxes and
  other non-current
  liabilities              52,273    42,186    35,492    37,933    40,929
Stockholders' equity      351,933   267,279   238,473   186,042   205,190
  Total liabilities
  and equity           $1,160,266  $908,936  $631,866  $613,407  $634,853


(1)  Includes  accounts  from date of acquisition  for  all  1999
     acquisitions.

(2)  Includes   accounts   from  date  of  acquisition   of   Cox
     Pharmaceuticals (May 1998).

(3)  See  note  2B  of  the  notes to the consolidated  financial
     statements  for  a description of the adjustments  resulting
     from the restatement.

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


      The  Management's  Discussion  and  Analysis  of  Financial
Condition   and  Results  of  Operations  for  the   year   ended
December  31,  1999 presented below reflects certain restatements
to  the  Company's previously reported financial statements.  See
"Business-Restatement of Financial Statements" and note 2B of the
notes  to  consolidated financial statements for a discussion  of
the restatement.

Overview

      1999, 1998 and 1997 were years in which operations improved
relative  to the preceding year. Each year included a  number  of
significant  transactions which the Company intended  to  enhance
future growth. Such transactions include:

1999

        -  In  January,  the  Company's  Animal  Health  Division
        ("AHD")  contributed  the distribution  business  of  its
        Wade  Jones  subsidiary  into a joint  venture  with  two
        similar  third-party  distribution  businesses.  The  new
        entity, WYNCO, which is a regional distributor of  animal
        health  products  in the Central South West  and  Eastern
        regions of the U.S., is 50% owned by the Company.

        -     In  January,  the  Company replaced  its  revolving
        credit  facility and existing domestic short-term  credit
        lines  with  a  $300.0 million syndicated facility  which
        provides for increased borrowing capacity.

        -      In February, the Company's U.S. Pharmaceutical
        Divison  ("USPD") entered into an agreement  with  Ascent
        Pediatrics,  Inc.,  a  branded  pediatric  pharmaceutical
        company,  under  which  USPD  may  provide  up  to  $40.0
        million  in loans subject to Ascent meeting agreed  terms
        and  conditions. In addition, the Company will  have  the
        option  to  acquire Ascent in 2003 for a price  based  on
        Ascent's  2002  operating  income.  See  "Liquidity   and
        Capital Resources" below for additional information.

               -      In   April,   the  Company's  International
        Pharmaceutical  Division  ("IPD")  purchased   a   French
        generic  pharmaceutical business for approximately  $26.0
        million in cash.

              -     In  June,  the Company issued $170.0  million
        initial   principal  amount  of  3%  Convertible   Senior
        Subordinated Notes due 2006.

        -     In June, the Company's IPD acquired the Isis Pharma
        Group,  a  German  generic  pharmaceutical  business  for
        approximately $153.0 million in cash.

        -      In  September,  the  Company's  AHD  acquired  the
        business  of  the I.D. Russell Company, a privately  held
        U.S.-based  manufacturer of animal health  products,  for
        approximately $21.5 million in cash.

       -  In  September, the Company's AHD acquired the  business
       of  Southern  Cross Biotech, an Australian  animal  health
       company, and a technology license for approximately  $14.0
       million in cash.

       -  In  November,  the  Company sold 2.0  million  Class  A
       Common  shares  and  received  proceeds  of  approximately
       $62.4 million.

       -   In  November,  the  Company's  Aquatic  Animal  Health
       Division("AAHD")  purchased  Vetrepharm,  an  animal   and
       aquatic  health distribution company in the United Kingdom
       for approximately $2.5 million.

1998

       -  In  March, the Company issued $192.8 million  of  5.75%
       Convertible Subordinated Notes due in 2005.

       -  In  May,  the Company's IPD purchased the  Cox  Generic
       Pharmaceutical  business ("Cox")  conducted  primarily  in
       the United Kingdom for approximately $198.0 million.

       - In  November,  the  Company's IPD purchased  a  generic
       pharmaceutical product line in Germany for $13.3 million.

       -  In  November, the Company acquired pursuant to a tender
       offer  approximately 93% of the outstanding warrants which
       were  to have expired on January 3, 1999 with common stock
       with  a  market  value  of  approximately  $37.0  million.
       Subsequent  to  December  31, 1998  the  majority  of  the
       remaining  warrants  were exercised for  $4.4  million  in
       cash.

       -  In  December,  the  Company's Fine  Chemicals  Division
       ("FCD")  purchased a fine chemical manufacturing plant  in
       Budapest, Hungary for $7.3 million.


1997
     -    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 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 FCD purchased a worldwide polymyxin business which
       complements its existing polymyxin business.

     -    Both the USPD and the IPD completed partnership alliances
       and marketing agreements to broaden their product lines.


Results of Operations - 1999 vs. 1998

      Comparison  of year ended December 31, 1999 to  year  ended
December 31, 1998. (All earnings per share amounts are diluted.)

      For  the  year ended December 31, 1999 revenue  was  $732.4
million, an increase of $127.9 million (21.1%) compared to  1998.
Operating income was $95.4 million, an increase of $30.4 million,
compared to 1998. Net income was $37.0 million ($1.27 per  share)
compared  to  a net income of $24.2 million ($.92 per  share)  in
1998.  Results  for 1998 include non-recurring charges  resulting
from the Cox acquisition which reduced net income by $3.1 million
($.12 per share).

                       Acquisition Program

      All comparisons of 1999 results to 1998 are affected by the
Company's  acquisition  program and  the  financing  required  to
implement  the  program. (See chronological overview.)  The  1999
acquisitions  increased revenue by approximately  $54.5  million,
gross  profit by approximately $33.5 million, operating  expenses
by   approximately  $25.9  million,  and  operating   income   by
approximately $7.6 million. Estimated interest on the  financings
essentially  offset  the operating income.  The  Cox  acquisition
which  was  completed  in May 1998 increased  1999  results  both
because  of timing (i.e. full year versus 8 months in  1998)  and
significantly   improved  results  in  1999   compared   to   the
corresponding period in 1998. The change in 1999 versus 1998  due
to  timing  resulted in increased revenue of  $33.8  million  and
operating  income of $8.1 million. (The operating  income  change
includes the effect of the 1998 acquisition charges.) The Company
estimates Cox operations in 1999 compared to the corresponding  8
months  in 1998 increased revenues by $28.8 million and operating
income  by  $19.2  million. The increase results  primarily  from
higher  pricing  which  resulted from  conditions  affecting  the
market which may not continue in 2000. (See Note 15 of "Notes  to
Consolidated Financial Statements" and "Legal Proceedings".)

                            Revenues

      Revenues increased in the Human Pharmaceuticals business by
$136.4  million  and  decreased  in  the  Animal  Pharmaceuticals
business  by  $9.8 million. Currency translation of international
sales  into U.S. Dollars was not a major factor in the  increases
or  decreases of any business segment. On an overall  basis,  the
Company  estimates that revenues grew approximately 10% excluding
the timing effect of acquisitions, the loss of sales to the WYNCO
joint venture and the overall effect of currency translation.

      Changes in revenue and major components of change for  each
division  in  the  year  ended  December  31,  1999  compared  to
December 31, 1998 are as follows:

     Revenues in IPD increased by $110.1 million due primarily to
the  acquisitions  in  1998  and 1999  ($86.7  million  aggregate
increase  due  mainly  to  the Cox and  Isis  acquisitions).  The
introduction  of  new  products and price  increases  which  were
offset  partially by lower volume in certain markets account  for
the  balance  of  the IPD increase.  Cox revenues  grew  in  1999
primarily  due to higher pricing due in large part to  conditions
affecting  the  market  which  may not  continue  in  2000.  USPD
revenues  increased  $18.5 million due  to  volume  increases  in
existing  and new products offset partially by lower net pricing.
Revenues  in FCD increased by $7.8 million due mainly  to  volume
increases   in  vancomycin,  bacitracin  and  amphotericin.   AHD
revenues decreased $6.9 million due primarily to sales previously
recorded  by Wade Jones company now being recorded by WYNCO,  the
Company's joint venture distribution company. (i.e., WYNCO  joint
venture  revenues are not included in the Company's  consolidated
sales   effective  in  January  1999  when  the   joint   venture
commenced.)  The  AHD  revenue decrease was partially  offset  by
increased  volume  in  the poultry and  cattle  markets  and  one
quarter  of  revenues  from I.D. Russell (acquired  in  September
1999).  AAHD  sales  were  $2.9 million lower  due  to  increased
competition and an inability to supply certain products from  the
Bellevue, Washington facility.

                          Gross Profit

     On  a  consolidated  basis,  gross  profit  increased  $86.9
million  and the gross margin percent increased to 46.4% in  1999
compared to 41.9% in 1998. Gross profit in 1998 was reduced by  a
$1.3 million charge related to the acquisition of Cox (or .2%).

     A  major portion of the dollar and percent increase  in  the
Company's  consolidated gross profits was  recorded  in  IPD  and
results from the 1998 and 1999 acquisitions (particularly Cox and
Isis).  Cox  increased primarily due to higher  pricing  and  the
normal  Isis  gross  profit percent is higher  than  the  Company
average.  Other  increases  are attributable  to  higher  volume,
manufacturing cost reductions and yield efficiencies in USPD  and
FCD  and  sales  of  new  products in  IPD  and  USPD.  Partially
offsetting  increases  were  volume  decreases  in  certain   IPD
markets,  lower  vaccine  sales by AAHD  and  lower  net  pricing
primarily in USPD.

                       Operating Expenses

     Operating  expenses increased $56.5 million and  represented
33.4%  of  revenues in 1999 compared to 31.1% in  1998.  A  major
portion  of  the increase is attributable to the  1998  and  1999
acquisitions which include operating expenses and amortization of
intangible assets acquired. Other increases included professional
and consulting fees for litigation and administrative actions  to
attempt  to  reverse the European Union ban on  bacitracin  zinc,
consulting  expenses for information technology and acquisitions,
expenses related to the closing of the AAHD facility in Bellevue,
Washington,  and  increases in compensation  including  severance
related  to management changes and incentive programs.  Operating
expenses  in 1998 include a write-off of in-process research  and
development of $2.1 million and $.2 million for severance related
to the Cox acquisition.

                        Operating Income

      Operating  income  as restated in 1999 increased  by  $30.4
million. The Company believes the change in operating income  can
be approximated as follows:

($ in millions)      IPD   USPD    FCD    AHD   AAHD  Unalloc  Total
                                                         .

1998 Operating
 income              $8.0  11.1   17.5   37.8   3.6   (13.0)   $65.0
Acquisition
 charges - Cox        3.6   -      -      -     -      -        3.6
Acquisition
operating income     12.7   -      -       .5   -      -       13.2
Net margin
 improvement due
to
 volume, new         21.5   9.7    8.0    6.4  (3.9)    -       41.7
    products   and
price
(Increase) in
     operating
expenses, net
                    (9.8)  (4.2)  (3.1)  (7.2) (2.0)  (2.5)    (28.8)
Translation and
 other              (.4)     -       .7    .6   (.2)    -         .7


1999 Operating      $35.6  16.6   23.1   38.1   (2.5)    (15.5)   $95.4
 income

                  Interest Expense/Other/Taxes

      Interest  expense  increased in 1999 by $13.6  million  due
primarily to financings related to the acquisition program.

     Other,  net was $1.5 million income in 1999 compared to  $.4
million  expense  in  1998. Other, net in  1999  includes  patent
litigation settlement income of $1.0 million, equity income  from
the  WYNCO  joint  venture  of $1.1 million  and  a  net  foreign
exchange  loss  of $.1 million. 1998 included gains  on  property
sales of $.7 million, a litigation settlement of $.7 million  and
a net foreign exchange loss of $.9 million.

     The provision for income taxes was 35.8% in 1999 compared to
37.9% in 1998. The 1998 rate includes a 1.7% rate increase due to
the write-off of in-process R&D which is not tax benefited.

Results of Operations - 1998 vs. 1997

      Comparison  of year ended December 31, 1998 to  year  ended
December 31, 1997.

      For  the  year ended December 31, 1998 revenue  was  $604.6
million, an increase of $104.3 million (20.8%) compared to  1997.
Operating income was $65.0 million, an increase of $18.1 million,
compared  to 1997. Net income was $24.2 million ($.92 per  share)
compared  to  a net income of $17.4 million ($.76 per  share)  in
1997.  Results  for 1998 include non-recurring charges  resulting
from the Cox acquisition which reduced net income by $3.1 million
($.12 per share).

                       Acquisition of Cox

      All comparisons of 1998 results to 1997 are affected by Cox
which  was  acquired  in May of 1998 for a total  purchase  price
including  direct  costs  of acquisition  of  approximately  $198
million.  Cox  is  a  generic  pharmaceutical  manufacturer   and
marketer  of tablets, capsules, suppositories, liquids, ointments
and  creams. Cox's main operations (which primarily consist of  a
manufacturing   plant,  warehousing  facilities   and   a   sales
organization) are located in the United Kingdom with distribution
and  sales operations located in Scandinavia and the Netherlands.
Cox   distributes   its  products  to  pharmacy   retailers   and
pharmaceutical  wholesalers  primarily  in  the  United  Kingdom.
Exports account for approximately 10% of its sales.

      The  Company financed the $198 million purchase  price  and
related  debt repayments from borrowings under its then  existing
long-term  Revolving  Credit Facility  and  short-term  lines  of
credit.  The  $180 million Revolving Credit Facility ("RCF")  was
used to fund the principal portion of the purchase price. At  the
end  of March 1998, the Company repaid approximately $162 million
of  borrowings under the RCF with the proceeds from the  issuance
of $193 million of convertible subordinated notes. Such repayment
created  the capacity under the RCF to incur the borrowings  used
to finance the acquisition of Cox.

      The  acquisition was accounted for in accordance  with  the
purchase  method.  The  fair value of  the  assets  acquired  and
liabilities  assumed and the results of operations  are  included
from the date of acquisition.

      The purchase of Cox had a significant effect on the results
of  operations  of  the Company for the year ended  December  31,
1998. Cox is included in IPD.

     For the approximate eight month period included in 1998, Cox
contributed   sales  of  $62.1  million  and  operating   income,
exclusive of non-recurring acquisition related charges,  of  $5.2
million.  Operating  income is reduced  by  the  amortization  of
goodwill  totaling approximately $3.0 million.  Interest  expense
increased  by approximately $8.0 million reflecting the financing
of the acquisition primarily with long-term debt.

       Acquisition   charges  required  by   generally   accepted
accounting principles and recorded in the second quarter of  1998
included  the  write-up of inventory to fair  value  and  related
write-off on the sale of the inventory of $1.3 million, a  write-
off  of  in-process  research  and development  ("R&D")  of  $2.1
million  and  severance of certain employees of the IPD  of  $0.2
million. Because in-process R&D is not tax benefited the one-time
charges were $3.1 million after tax or $.12 per share.

                            Revenues

      Revenues increased $104.3 million in 1998 despite  currency
translation  of  international  sales  into  U.S.  dollars  which
reduced  reported  sales  by  over $20.0  million.  Increases  in
revenues and major components of change for each division in 1998
compared to 1997 are as follows:

      Revenues in IPD increased by $59.0 million due to  the  Cox
acquisition  ($62.1 million), increased volume for  existing  and
other  new and other acquired products ($14.0 million) offset  by
translation of IPD sales in local currencies into the U.S. dollar
($17.1  million).  Revenues in USPD increased $23.4  million  due
primarily  to  volume increases in existing and new products  and
revenue  from licensing activities offset slightly by  lower  net
pricing.  FCD  revenues  increased $14.4 million  due  mainly  to
volume  increases  in  vancomycin  and  polymyxin.  AHD  revenues
increased  $7.9  million due primarily to  sales  of  the  Deccox
product  line  acquired in 1997. Aquatic Animal  Health  Division
sales  increased $3.7 million due principally to increased  sales
of AlphaMax, a treatment for salmon lice.

                          Gross Profit

     On a consolidated basis gross profit increased $42.2 million
with margins at 41.9% in 1998 compared to 42.2% in 1997. Included
in  1998  results  is the non-recurring charge  of  $1.3  million
related  to  the  write-up and subsequent sale  of  acquired  Cox
inventory.  Without  the charge overall gross profit  percentages
would  be  essentially  the  same for both  years.  Gross  profit
dollars were positively affected by volume increases for existing
and  new  products  in all divisions and the acquisition  of  Cox
offset  by  increased costs incurred by IPD in  the  transfer  of
production  from  Copenhagen  to Lier  and  currency  translation
effects primarily in IPD. On an overall basis pricing had a minor
positive effect.

                       Operating Expenses

      Operating expenses increased by $24.1 million in 1998 on  a
consolidated  basis.  Included in 1998 operating  expenses  is  a
charge  for  in-process  R&D of $2.1  million  and  IPD  employee
severance  of  $.2  million resulting from the  Cox  acquisition.
Operating  expenses  in  1998  were  30.8%  of  revenues   (31.1%
including  the  Cox  acquisition charges) compared  to  32.8%  of
revenues in 1997. Operating expenses increased primarily  due  to
the acquisition of Cox including goodwill amortization, increased
selling  and marketing expenses due to higher revenues, increased
general and administrative expenses due to targeted increases  in
staffing  and  increased incentive programs  offset  slightly  by
translation of costs incurred in foreign currencies.

                        Operating Income

      Operating  income  as reported in 1998 increased  by  $18.1
million. The Company believes the change in operating income  can
be approximated as follows:

($ in millions)      IPD   USPD    FCD    AHD   AAHD  Unalloc  Total
                                                         .

1997 Operating
 income             $11.0   4.1    9.4   32.0   2.8   (12.4)   $46.9
Acquisition
 charges - Cox       (3.6)   -      -      -     -      -       (3.6)

Cox      operating    5.2   -      -      -     -      -        5.2
income
Net margin
 improvement due
to
 volume, new          5.9  10.5    7.7    9.8   3.0    -       36.9
    products   and
price
(Increase) in
 production and
 operating
expenses,
 net                (7.1)  (3.5)  (.1)   (4.1) (1.9)   (.6)    (17.3)
Translation and
 other              (3.4)    -     .5      .1   (.3)     -      (3.1)


1998 Operating       $8.0  11.1   17.5   37.8   3.6   (13.0)   $65.0
 income


                  Interest Expense/Other/Taxes

      Interest  expense  increased in 1998 by  $7.0  million  due
primarily  to  the acquisition of Cox. Lower interest  rates  and
positive  cash  flow  from operations which lowered  debt  levels
required for operations relative to 1997, offset a portion of the
increased interest from acquisitions.

     The provision for income taxes was 37.9% in 1998 compared to
37.3%  in 1997. The slight increase in 1998 results from  a  1.7%
rate increase due to the write-off of in-process R&D which is not
tax benefited, a .7% rate increase due to non-deductible goodwill
resulting from the Cox acquisition offset partially by higher tax
credits and lower statutory tax rates on foreign earnings.


Management Actions

     In 1999, the Company announced the decision to close or sell
its  leased  aquatic animal health plant in Bellevue,  Washington
and  terminate  all 21 employees. All significant  production  is
being  transferred to the AAHD production facility in Norway  and
therefore  AAHD  revenues are not expected  to  be  significantly
affected.  At year end the Washington plant had ceased production
and  the  fixed  assets  have  been written  down  to  their  net
realizable  value.  The  result of  the  writedown  of  leasehold
improvements  and  certain  machinery  and  equipment   and   the
severance  of  all  employees is a total charge of  approximately
$2.2 million in 1999.

      While no specific actions are planned, the Company believes
the  dynamic  nature  of  its  business  may  present  additional
opportunities  to rationalize personnel functions and  operations
to  increase  efficiency and profitability. Accordingly,  similar
management actions may be considered in the future and  could  be
material  to  the results of operations in the quarter  they  are
announced.

Inflation

      The  effect of inflation on the Company's operations during
1999, 1998 and 1997 was not significant.

Liquidity and Capital Resources

      At  December  31,  1999, stockholders'  equity  was  $351.9
million  compared  to  $267.3  million  and  $238.5  million   at
December  31, 1998, and 1997, respectively.  The ratio  of  long-
term  debt  to equity was 1.68:1, 1.61:1, and 0.94:1 at  December
31,   1999,   1998  and  1997,  respectively.  The  increase   in
stockholders'  equity in 1999 primarily reflects  net  income  in
1999 and the issuance of common stock in 1999 primarily resulting
from  the $62.4 million equity offering and the exercise of stock
options  less dividends and the currency translation  adjustment.
The  increase  in  long-term  debt from  1997  to  1999  was  due
primarily to the acquisitions in 1998 and 1999.

      Working  capital  at December 31, 1999 was  $217.6  million
compared  to  $165.0 million and $139.8 million at  December  31,
1998  and  1997, respectively. The current ratio  was  2.32:1  at
December  31, 1999 compared to 1.97:1 and 2.04:1 at December  31,
1998 and 1997, respectively.

     Balance sheet captions at year end 1999 compared to 1998 are
affected  by the acquisition program which increased amounts  and
foreign  exchange which reduced amounts reported in U.S. dollars.
The  1999  acquisition  program increased the  following  balance
sheet  captions:  accounts receivable ($22.9 million),  inventory
($8.7  million),  property  plant and equipment  ($4.6  million),
intangible  assets ($213.5 million) and accounts  payable  ($36.7
million).

      Balance  sheet captions decreased as of December  31,  1999
compared  to  December  1998 in U.S. Dollars  as  the  functional
currencies  of the Company's principal foreign subsidiaries,  the
Norwegian  Krone,  Danish  Krone and British  Pound,  depreciated
versus  the U.S. Dollar in 1999 by approximately 5%, 16% and  3%,
respectively. These decreases in balance sheet captions impact to
some  degree the above mentioned ratios. The approximate decrease
due  to  currency translation of selected captions was:  accounts
receivable  $5.5  million,  inventories  $5.3  million,  accounts
payable   and   accrued   expenses  $4.8   million,   and   total
stockholder's equity $26.2 million. The $26.2 million decrease in
stockholder's equity represents other comprehensive loss for  the
year  and  results from the strengthening of the U.S.  Dollar  in
1999  against  all major functional currencies of  the  Company's
foreign subsidiaries.

      The  Cox  acquisition in 1998 substantially  increased  the
following  balance  sheet  captions compared  to  1997:  accounts
receivable ($17.7 million), inventory ($17.1 million),  property,
plant  and  equipment ($33.9 million), intangible assets  ($160.0
million),  and  accounts  payable  and  accrued  expenses  ($17.7
million).

      The  Company  presently  has  various  capital  expenditure
programs under way and planned including the expansion of the FCD
facility in Budapest, Hungary, and the IPD facility in the UK. In
1999, the Company's capital expenditures were $33.7 million,  and
in 2000 the Company plans to spend a greater amount than in 1999.

     In  February  1999,  the  Company's  USPD  entered  into  an
agreement  with  Ascent Pediatrics, Inc. ("Ascent")  under  which
USPD  may  provide up to $40 million in loans  to  Ascent  to  be
evidenced by 7 1/2% convertible subordinated notes due  2005.  Up
to  $12.0  million of the proceeds of the loans can be used  only
for  general  corporate purposes, with $28.0 million of  proceeds
reserved  for  approved  projects and  acquisitions  intended  to
enhance the growth of Ascent. All potential loans are subject  to
Ascent  meeting a number of terms and conditions at the  time  of
each loan. The exact timing and/or ultimate amount of loans to be
provided cannot be predicted. As of February 2000, $12.0  million
has been advanced for general corporate purposes.

     Ascent has incurred operating losses since its inception. An
important   element   of  Ascent's  business  plan   contemplated
commercial introduction of two pediatric pharmaceutical  products
which  require FDA approval. Ascent has received FDA approval  in
January 2000 for one product and the other product is subject  to
FDA  action  which has delayed its commercial introduction  until
mid-2000  or  later. The delay in drug introduction  resulted  in
Ascent  forecasting that its accumulated losses would exceed  the
combined   sum  of  its  stockholders'  equity  and  indebtedness
subordinate to the Company's loans during the first half of 2000.
In  response  to  this  forecast, the  Company  and  Ascent  have
negotiated  amendments to the original agreements  providing  for
(a)  a  change  in the option period (from 2002 to 2003),  (b)  a
change  in  the formula period for determining the price  of  the
Company's purchase option from 2001 to 2002, (c) the granting  of
a  security interest to the Company in the products or businesses
purchased  by Ascent with funds loaned by Alpharma  and  (d)  the
commitment  of  a major shareholder of Ascent to  provide  up  to
$10.0  million of additional financing to Ascent (in addition  to
the   $4.0  million  previously  committed)subordinate   to   the
Company's  loan. The Company is required to recognize losses,  up
to  the amount of its loans, to the extent Ascent has accumulated
losses in excess of its stockholders' equity and the indebtedness
subordinate  to  the  Company's loans.  The  Company  is  further
required  to  assess the general collectibility of its  loans  to
Ascent   and   make  any  appropriate  reserves.  The  additional
financing   results  in  Ascent  continuing  to   have   positive
stockholders'  equity  and  subordinated  indebtedness   assuming
current operating forecasts are met.

     In September 1999, the Company acquired a technology license
and  option  agreement  for  the  Southern  Cross  animal  health
product,   REPORCIN.  The  agreement  requires  the  leasing   or
construction  of  additional production capacity  and  additional
payments  as additional regulatory approvals for the product  are
obtained   in   other  markets.  Total  additional  payments   of
approximately $65.0 million are required over the next 4-6  years
(approximately $30 million of which is expected over the  next  2
years) if all 13 possible country approvals are received.

     At December 31, 1999, the Company had $17.7 million in cash,
short  term  lines  of credit of $40.8 million and  approximately
$120.0 million available under its $300.0 million credit facility
("1999   Credit  Facility").  The  credit  facility  has  several
financial covenants, including an interest coverage ratio,  total
debt  to  EBITDA ratio, and equity to total asset ratio. Interest
on  borrowings under the facility is at LIBOR plus  a  margin  of
between .875% and 1.6625% depending on the ratio of total debt to
EBITDA.  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
and firm commitments in 2000.

      A substantial portion of the Company's short-term and long-
term debt is at variable interest rates. During 2000, the Company
will  consider  entering  into interest rate  agreements  to  fix
interest  rates  for  all or a portion of its  variable  debt  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.

     An  important element of the Company's long term strategy is
to  pursue acquisitions that in general will broaden global reach
and/or augment product portfolios.  In this regard the Company is
currently  evaluating and, in some instances actively considering
several  possible acquisition candidates.  Subsequent to December
31, 1999 the Company executed a non-binding letter of intent with
respect  to  one such business.  Filings were made and  clearance
received under the Hart-Scott-Rodino Anti-trust Improvements  Act
and  the  Company is currently negotiating definitive  agreements
and reviewing certain data, including recently received financial
information. If consummated, this acquisition would  be  material
to the operations and financial position of the Company and would
require funding in addition to that presently available under the
Company's  banking arrangements. Such funding may include  bridge
financing,  high  yield notes, an expansion of current  lines  of
credit  and  a  sale  of  additional equity.   Depending  on  the
ultimate financing vehicle chosen the 1999 credit facility may be
restructured  or  expanded  and  the  consent  of   the   lenders
thereunder may be required.  There can be no assurance  that  any
transaction will be completed.

Year 2000

      The  Company completed its program to address its potential
Y2K  issues  prior  to  December  31,  1999  and  experienced  no
disruption of operations from Y2K related problems on January  1,
2000  or  during  the  first months of the new  year.  The  costs
directly  associated  with the Company's Y2K remediation  efforts
totaled approximately $2.4 million.

      Although all systems and equipment are Y2K compliant and no
disruptions  to  Alpharma's operations have been  experienced  to
date,  the Company will continue to monitor its internal  systems
and  equipment and third-party relationships for any Y2K  related
problems  that  might develop. We do not expect any  problems  to
develop  that  would  have  a material effect  on  the  Company's
operations or results.


Derivative Financial Instruments-Market Risk and Risk Management
Policies

      The  Company's  earnings  and  cash  flow  are  subject  to
fluctuations  due to changes in foreign currency  exchange  rates
and  interest  rates.  The  Company's  risk  management  practice
includes  the  selective  use, on a  limited  basis,  of  forward
foreign currency exchange contracts and interest rate agreements.
Such instruments are used for purposes other than trading.

     Foreign currency exchange rate movements create fluctuations
in  U.S.  Dollar  reported amounts of foreign subsidiaries  whose
local currencies are their respective functional currencies.  The
Company  has not used foreign currency derivative instruments  to
manage  translation fluctuations. The Company and its  respective
subsidiaries primarily use forward foreign exchange contracts  to
hedge certain cash flows denominated in currencies other than the
subsidiary's  functional currency. Such cash flows  are  normally
represented  by  actual receivables and payables and  anticipated
receivables and payables for which there is a firm commitment.

      At  December  31,  1999  the Company  had  forward  foreign
exchange  contracts with a notional amount of $29.3 million.  The
fair  market value of such contracts is essentially the  same  as
the  notional  amount. All contracts expire in  the  first  three
quarters of 2000. The cash flows expected from the contracts will
generally   offset  the  cash  flows  of  related  non-functional
currency  transactions.  The  change  in  value  of  the  foreign
currency  forward  contracts resulting from  a  10%  movement  in
foreign  currency  exchange  rates would  be  approximately  $1.2
million  and generally would be offset by the change in value  of
the hedged receivable or payable.

      At  December  31,  1999 the Company has  no  interest  rate
agreements outstanding. The Company is considering entering  into
interest  rate agreements in 2000 to fix the interest rate  on  a
portion of its long-term debt.

Recent Accounting Pronouncements

      In  June  1998,  the Financial Accounting  Standards  Board
(FASB) issued SFAS No. 133, Accounting for Derivative Instruments
and  Hedging Activities (SFAS 133). SFAS 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000
(January  1,  2001 for the Company). SFAS 133 requires  that  all
derivative instruments be recorded on the balance sheet at  their
fair value. Changes in the fair value of derivatives are recorded
each  period  in current earnings or other comprehensive  income,
depending  on  whether a derivative is designated as  part  of  a
hedge  transaction and, if it is, the type of hedge  transaction.
SFAS  133  is  not  expected to have a  material  impact  on  the
Company's consolidated results of operations, financial  position
or cash flows.

      On  December  3,  1999,  the staff of  the  Securities  and
Exchange  Commission issued Staff Accounting  Bulletin  101  (SAB
101),   "Revenue  Recognition  in  Financial  Statements"   which
summarizes some of the staff's interpretations of the application
of   generally   accepted   accounting   standards   to   revenue
recognition. The Company is currently evaluating the  impact,  if
any, of SAB 101 on its results of operations.


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
25,  2000,  which Proxy Statement will be filed on  or  prior  to
April  15,  2000, 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  25,  2000,
which  Proxy  Statement will be filed on or prior  to  April  15,
2000,  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  25,  2000, is incorporated  into  this  Report  by
reference.   Such Proxy Statement will be filed on  or  prior  to
April 15, 2000.

      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  25,  2000, is incorporated  into  this  Report  by
reference.   Such Proxy Statement will be filed on  or  prior  to
April 15, 2000.

                            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.

      3.1C   Certificate of Amendment to the Amended and Restated
Certificate  of Incorporation of the Company effective  July  22,
1999  was  filed as Exhibit 3.1 to the Company's  June  30,  1999
quarterly report on Form 10-Q/A 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     Registration Rights Agreement dated as of  June  2,
1999, by and among the Registrant and the initial purchases named
therein, was filed as Exhibit 4.2 to the Company's Form 8-K dated
as of June 17, 1999 and is incorporated by reference.

      10.1    $300,000,000 Credit Agreement among  Alpharma  U.S.
Inc.  as  Borrower, Union Bank of Norway, as agent and  arranger,
and  Den norske Bank AS, as co-arranger, dated January 20,  1999,
was filed as Exhibit 10.2 to the Company's 1998 Annual Report  on
Form 10K and is incorporated by reference.

      10.2    Purchase Agreement, dated as of March 25, 1998,  by
and  among  the  Company,  SBC Warburg Dillion  Read  Inc.,  CIBC
Oppenheimer Corp. and Cowen  Company was filed as Exhibit 1.1  of
the  Company's  Form  8-K, dated as of  March  30,  1998  and  is
incorporated by reference.

      10.3    Indenture, dated as of March 30, 1998, by and among
the  Company  and  First Union National Bank,  as  trustee,  with
respect  to the 5 3/4% Convertible Subordinated Notes due 2005  was
filed  as Exhibit 4.1 of the Company's Form 8-K dated as of March
30, 1998 and is incorporated by reference.

     10.4 Note Purchase Agreement dated March 5, 1998 and Amendment
No. 1 thereto dated March 25, 1998 by and between the Company and
A.L.  Industrier A.S. was filed as Exhibit 1.2 of  the  Company's
Form  8-K  dated  as  of March 30, 1998 and  is  incorporated  by
reference.

      10.5    Indenture dated as of June 2, 1999, by and  between
the  Registrant and First Union National Bank, as  trustee,  with
respect to the 3% Convertible Senior Subordinated Notes due 2006,
was  filed as Exhibit 4.1 to the Company's Form 8-K dated  as  of
June 16, 1999 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, 1999 will be furnished  to  the
Commission upon request.

      10.6    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 January 20, 1999 was filed as Exhibit
10.7  to  the  Company's 1998 Annual Report on Form  10K  and  is
incorporated by reference.

      10.7    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.

      10.8    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.




      10.9    The  Company's  1997  Incentive  Stock  Option  and
Appreciation Right Plan, as amended was filed as Exhibit 10.1  to
the Company's June 30, 1999 quarterly report on Form 10Q/A and is
incorporated by reference.

      10.10  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.

      10.11   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.

     10.12  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.

      10.13   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.

       10.14   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.

      10.15  Employment agreement dated July 1, 1999 between  the
Company  and  Einar W. Sissener is filed as an  Exhibit  to  this
Report.*

      10.16   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
10.20  to  the Company's 1994 Annual Report on Form 10-K  and  is
incorporated by reference.

      10.17   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.

      10.18   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.

      10.19   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 herein by reference.

      10.19a  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 herein by reference.

     10.20  Employment Agreement dated March 13, 1998 between the
Company  and  Gert  W. Munthe was filed as  Exhibit  10a  to  the
Company's  March 31, 1998 Quarterly Report on Form  10-Q  and  is
incorporated by reference.

      10.21   Resignation  Agreement  dated  September  24,  1999
between the Company and Gert Munthe was filed as Exhibit 10.1  to
the  Company's September 30, 1999 quarterly report on  Form  10-Q
and is incorporated by reference.

     10.22  Master Agreement dated as of February 16, 1999 by and
among Ascent, USPD and the Company and was filed as Exhibit  99.1
of  the  Company's  Form  8-K dated  February  23,  1999  and  is
incorporated by reference.

     10.22a Depositary Agreement dated as of February 16, 1999 by
and  among  Ascent, USPD the Company and State  Street  Bank  and
Trust Company was filed as Exhibit 99.2 of the Company's Form 8-K
dated February 23, 1999 and is incorporated by reference.

      10.22b Loan Agreement dated as of February 16, 1999 by  and
among  Ascent, USPD and the Company was filed as Exhibit 99.3  of
the   Company's  Form  8-K  dated  February  23,  1999   and   is
incorporated by reference.

      10.22c Guaranty Agreement dated as of February 16, 1999  by
and  between Ascent and the Company was filed as Exhibit 99.4  of
the   Company's  Form  8-K  dated  February  23,  1999   and   is
incorporated by reference.

      10.22d  Registration Rights Agreement dated as of  February
16, 1999 by and between Ascent and USPD was filed as Exhibit 99.5
of  the  Company's  Form  8-K dated  February  23,  1999  and  is
incorporated by reference.

     10.22e Subordination Agreement dated as of February 16, 1999
by  and  among Ascent, USPD and the purchasers named therein  was
filed  as  Exhibit 99.6 of the Company's Form 8-K dated  February
23, 1999 and is incorporated by reference.

      10.22f  Supplemental Agreement dated as of July 1, 1999  by
and among Ascent, Alpharma USPD Inc. and the Company was filed as
Exhibit  10.2 to the Company's June 30, 1999 quarterly report  on
Form 10Q/A is incorporated by reference.

      10.22g Second Supplemental Agreement dated October 15, 1999
by  and among Ascent Pediatrics Inc., Alpharma USPD Inc. and  the
Company was filed as Exhibit 10.1 to the Company's September  30,
1999  quarterly  report  on  Form 10-Q  and  is  incorporated  by
reference.

      10.23   Agreement for the sale and purchase of  the  issued
share  capital of Cox Investments Limited, dated April  30,  1998
between  Hoechst AG, Alpharma (U.K.) Limited, and  Alpharma  Inc.
was  filed as Exhibit 2.1 of the Company's Form 8-K, dated as  of
May 7, 1998 and is incorporated by reference.

      10.24   Sale and purchase agreement between Schwarz  Pharma
AG,  Alpharma GmbH & Co. KG and Alpharma Inc. dated June 18, 1999
was  filed as Exhibit 2.1 of the Company's Form 8-K dated  as  of
July 2, 1999, and is incorporated by reference.

      21      A list of the subsidiaries of the Registrant as  of
March 1, 2000 is filed as an Exhibit to this Report.*

     23     Consent of PricewaterhouseCoopers L.L.P., Independent
Accountants, is filed as an Exhibit to this Report.

      27      Financial Data Schedule is filed as an  Exhibit  to
this Report.

* Previously filed with original Form 10-K for 1999.

Report on Form 8-K

      There  were  no  reports on Form 8-K filed  in  the  fourth
quarter of 1999.

Undertakings

      For  purposes of complying with the amendments to the rules
governing  Registration Statements under the  Securities  Act  of
1933,  the  undersigned Registrant hereby undertakes as  follows,
which  undertaking  shall  be  incorporated  by  reference   into
Registrant's  Registration Statements on Form S-8 (No.  33-60495,
effective July 13, 1990) and Form S-3 (File Nos. 333-57501,  333-
86037, 333-86153 and 333-70229):

     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.

November 13, 2000                  ALPHARMA INC.
                              Registrant


                              By:  /s/ Einar W. Sissener
                                  Einar W. Sissener
                                  Director and Chairman of the Board

     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:  November 13, 2000           /s/ Einar W. Sissener
                              Einar W. Sissener
                                   Director and Chairman of the Board



Date:       November 13, 2000           /s/ Ingrid Wiik
                                   Ingrid Wiik
                                   Director, President and
                                   Chief Executive Officer



Date:  November 13,2000            /s/ Jeffrey E. Smith
                                   Jeffrey E. Smith
                                     Vice   President,   Finance   and
Chief Financial Officer
                                   (Principal accounting officer)




Date:  November 13, 2000           /s/ I. Roy Cohen
                                   I. Roy Cohen
                                   Director and Chairman of the
                                   Executive Committee




Date:  November 13, 2000           /s/ Thomas G. Gibian
                                   Thomas G. Gibian
                                   Director and Chairman of the
                                   Audit Committee



Date:  November 13, 2000           /s/ Glen E. Hess
                                   Glen E. Hess
                                   Director



Date:  November 13, 2000
                                   Peter G. Tombros
                                   Director and Chairman
                              of the Compensation Committee




Date:  November 13, 2000           /s/ Erik G. Tandberg
                                   Erik G. Tandberg
                                   Director



Date:       November 13, 2000           /s/ Oyvin Broymer
                                   Oyvin Broymer
                                   Director



Date:       November 13, 2000           /s/ Erik Hornnaess
                                   Erik Hornnaess
                                   Director



   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

                         ______________




                                                       Page

Consolidated Financial Statements:

  Report of Independent Accountants                         F-2

  Consolidated Balance Sheet at
     December 31, 1999 (restated) and 1998             F-3

  Consolidated Statement of Income for
     the years ended December 31, 1999 (restated),
     1998 and 1997                                     F-4

  Consolidated Statement of Stockholders'
     Equity for the years ended
     December 31, 1999 (restated), 1998 and 1997     F-5 to F-6

  Consolidated Statement of Cash Flows
     for the years ended December 31, 1999
      (restated), 1998 and 1997                            F-7 to
F-8

  Notes to Consolidated Financial Statements         F-9 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.:


In   our   opinion,   the  accompanying  consolidated   financial
statements  listed in the index on page F-1 of this  Form  10-K/A
present  fairly,  in  all  material  respects,  the  consolidated
financial  position  of  Alpharma  Inc.  and  Subsidiaries   (the
"Company")  as of December 31, 1999 and 1998 and the consolidated
results of their operations and their cash flows for each of  the
three  years in the period ended December 31, 1999, in conformity
with  accounting  principles generally  accepted  in  the  United
States. 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  of  these  statements in  accordance  with  auditing
standards  generally accepted in the United States which  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,   assessing  the  accounting  principles   used   and
significant  estimates  made by management,  and  evaluating  the
overall  financial statement presentation. We  believe  that  our
audits  provide  a  reasonable basis for  the  opinion  expressed
above.

As  discussed  in  Note  2B, in the 1999  consolidated  financial
statements have been restated for certain sales transactions.






PRICEWATERHOUSECOOPERS LLP

Florham Park, New Jersey
February 23, 2000, except for
Note 2B and paragraph 2 of
Note 23, as to which the date
is November 10, 2000


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

                                                December 31,
                                            1999         1998
                                        (as restated)
ASSETS
Current assets:
 Cash and cash equivalents            $   17,655      $ 14,414
 Accounts receivable, net                189,261       169,744
 Inventories                             161,033       138,318
 Prepaid expenses and other
  current assets                          13,923        13,008
     Total current assets                381,872       335,484

Property, plant and equipment, net       244,413       244,132
Intangible assets, net                   488,958       315,709
Other assets and deferred charges         45,023        13,611

       Total assets                   $1,160,266      $908,936

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt        $    9,111  $ 12,053
 Short-term debt                           4,289        41,921
 Accounts payable                         51,621        41,083
 Accrued expenses                         83,660        64,596
 Accrued and deferred income taxes         15,595       10,784

     Total current liabilities           164,276       170,437

Long-term debt:
 Senior                                  225,110       236,184
 Convertible subordinated notes,
   including $67,850 to related party    366,674       192,850
Deferred income taxes                     35,065        31,846
Other non-current liabilities             17,208        10,340

Stockholders' equity:
 Preferred stock, $1 par value,
   no shares issued                          -             -
 Class A Common Stock, $.20
   par value, 20,390,269 and
   17,755,249 shares issued                4,078         3,551
 Class B Common Stock, $.20 par value,
  9,500,000 shares issued                  1,900         1,900
 Additional paid-in capital              297,780       219,306
 Accumulated other comprehensive loss   (34,201)       (7,943)
 Retained earnings                        88,560        56,649
 Treasury stock, at cost                 (6,184)       (6,184)

     Total stockholders' equity          351,933       267,279
     Total liabilities and
stockholders' equity                  $1,160,266      $908,936

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

                                      Years Ended December 31,
                                     1999     1998      1997
                                 (as restated)

Total revenue                     $732,443  $604,584   $500,288

  Cost of sales                    392,316   351,324    289,235

Gross  profit                       340,127   253,260     211,053
Selling, general and
    administrative expenses        244,775   188,264    164,155
Operating income                    95,352    64,996     46,898
  Interest expense                (39,174)  (25,613)   (18,581)
  Other income (expense), net        1,450     (400)      (567)

Income before income taxes          57,628    38,983     27,750
     Provision for income taxes     20,656    14,772     10,342

Net income                        $ 36,972   $24,211   $ 17,408

Earnings per common share:
  Basic                             $ 1.33   $   .95  $    .77
  Diluted                           $ 1.27   $   .92  $    .76



         See notes to consolidated financial statements.

                         ALPHARMA INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (In thousands)


<TABLE>
<CAPTION>
                                                  Accumulated
                                                     Other                           Total
                                      Additional  Comprehen-                          Stock-
                             Common    Paid-In    sive Income  Retained   Treasury    holders
                             Stock     Capital      (Loss)     Earnings    Stock      Equity

<S>                         <C>       <C>         <C>          <C>       <C>         <C>
Balance, December 31, 1996  $4,408    $122,252    $10,491      $54,996   $(6,105)    $186,042
Comprehensive
income(loss):
Net income - 1997                                              17,408                 17,408
Currency translation
 adjustment                                       (18,866)                           (18,866)
 Total comprehensive loss                                                             (1,458)
Dividends declared
 ($.18 per common share)                                       (4,198)               (4,198)
Tax benefit realized from
 stock option plan                        228                                            228
Purchase of treasury stock                                                  (13)        (13)
Exercise of stock options
 (Class A) and other            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  $5,124    $179,636    $(8,375)     $68,206   $(6,118)    $238,473
Comprehensive
income(loss):
Net income - 1998                                              24,211                 24,211
Currency translation
 adjustment                                           432                                432
 Total comprehensive
  income                                                                              24,643
Dividends declared
 ($.18 per common share)                                       (4,651)               (4,651)
Tax benefit realized from
 stock option plan                      1,415                                          1,415
Purchase of treasury stock                                                  (66)        (66)
Exercise of stock options
 (Class A) and other            68      5,687                                          5,755
Exercise of warrants            48      4,910                                          4,958
Stock subscription
 receivable for warrant
 exercises                    (47)    (4,869)                                        (4,916)
Stock issued in tender
 offer for warrants            246     30,871                  (31,117)                  --
Employee stock purchase
 plan                           12      1,656                                          1,668
Balance, December 31, 1998  $5,451    $219,306    $(7,943)     $56,649   $(6,184)    $267,279
Comprehensive income
(loss):
Net    income    -    1999                                     36,972                 36,972
(restated)
Currency translation
 adjustment (restated)                            (26,258)                           (26,258)
 Total comprehensive
  income (restated)                                                                   10,714
Dividends declared
 ($.18 per common share)                                       (5,061)               (5,061)
Tax benefit realized from
 stock option plan                      1,670                                          1,670
Exercise of stock options
 (Class A) and other            67      7,834                                          7,901
Exercise of warrants            48      4,873                                          4,921
Proceeds from equity
 offering                      400     61,999                                         62,399
Employee stock purchase
 plan                           12      2,098                                          2,110
Balance, December 31, 1999  $ 5,978   $297,780    $(34,201)    $ 88,560  $ (6,184)   $351,933
 (restated)
</TABLE>
                       See notes to consolidated financial statements.
                 ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                         (In thousands)

                                           Years Ended   December 31,
                                             1999      1998       1997
                                         (as restated)
Operating activities:
  Net income                              $36,972    $24,211    $17,408
  Adjustments to reconcile net income
    to net cash provided by
    operating activities:
  Depreciation and amortization            50,418     38,120     30,908
  Deferred income taxes                   (6,122)        493    (1,101)
  Other noncash items                       6,178      2,081        -
  Change in assets and liabilities, net
    of effects from business
    acquisitions:
      (Increase) in accounts receivable   (5,494)   (22,487)   (13,029)
      (Increase) decrease in inventory   (21,535)      3,212    (2,121)
    (Increase) decrease in prepaid
        expenses and other current assets   1,849      (686)    (1,013)
    Increase(decrease) in accounts
        payable and accrued expenses          164      8,189    (4,782)
    Increase in accrued income taxes        6,401      3,641      4,077
      Other, net                            1,107      (119)        616
     Net cash provided by operating
       activities                          69,938     56,655     30,963

Investing activities:

  Capital expenditures                   (33,735)   (31,378)   (27,783)
  Purchase of businesses
     and intangibles, net of cash
     acquired                           (205,281)  (220,669)   (44,029)
  Loans to Ascent Pediatrics             (10,500)        -          -

      Net cash used in investing
        activities                      (249,516)  (252,047)   (71,812)

                     Continued on next page.
         See notes to consolidated financial statements.
                 ALPHARMA INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                         (In thousands)



                                                  Years     Ended
December 31,
                                             1999       1998      1997
Financing activities:

  Net advances (repayments)
    under lines of credit               $(38,616)    $ 2,542  $(19,389)
  Proceeds of senior long-term debt       317,000    187,522     27,506
  Reduction of senior long-term debt    (330,611)  (183,751)   (25,366)
  Dividends paid                          (5,061)    (4,651)    (4,198)
  Proceeds from sale of convertible
    subordinated notes                    170,000    192,850        -
  Proceeds from exercise of stock
    rights                                   -           -       56,357
  Payment for debt issuance costs         (8,796)    (4,175)        -
  Proceeds from equity offering, net       62,399        -          -
  Proceeds from employee stock option
    and stock purchase plan and other      11,681      8,772      1,729
   Proceeds  from  exercise of warrants     4,921         42         -
      Net cash provided by
        financing activities              182,917    199,151     36,639

Exchange rate changes:

  Effect of exchange rate changes
    on cash                               (1,936)        397    (1,606)
  Income tax effect of exchange rate
    changes on intercompany advances        1,838      (739)        869
      Net cash flows from exchange
       rate changes                          (98)      (342)      (737)
Increase (decrease) in cash and cash
  equivalents                               3,241      3,417    (4,947)
Cash and cash equivalents at
  beginning of year                        14,414     10,997     15,944
Cash and cash equivalents at
  end of year                             $17,655    $14,414    $10,997



         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.  and  Subsidiaries,  (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  32.1%  of
the  total outstanding common stock as of December 31, 1999. 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 17.)

     The  Company is organized on a global basis within its Human
Pharmaceutical  and  Animal Pharmaceutical businesses  into  five
decentralized  divisions  each  of  which  has  a  president  and
operates in a distinct business and/or geographic area.

      Divisions in the Human Pharmaceutical business include: 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  sold  primarily  in
Scandinavia,  the United Kingdom 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.

     Divisions in the Animal Pharmaceutical business include: 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,  cattle  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 21 for segment and geographic information.)


2A.  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 1999, 1998 and 1997, $325,  $744
and $407 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 continually reviews its intangible assets on
a  divisional  basis to evaluate whether events or  changes  have
occurred  that would suggest an impairment of carrying value.  An
impairment  would  be recognized when expected  future  operating
cash flows are lower than the carrying value. The following table
is  net  of  accumulated amortization of $84,718 and  $63,014  at
December 31, 1999 and 1998, respectively.

                                   1999      1998     Life
Excess of cost of acquired
businesses over the fair value
of the net assets acquired       $382,132  $247,869   15 - 40

Technology, trademarks, NADAs
and   other                       106,826    67,840    6 - 20

                                 $488,958  $315,709

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  included  in  accumulated   other
comprehensive   income   (loss)  as  a  separate   component   of
stockholders'   equity.    The   foreign   currency   translation
adjustment for 1999, 1998 and 1997 is net of $1,838, $(739),  and
$869,   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.

Revenue Recognition:

       Revenue  is  recognized  upon  shipment  of  products   to
customers.  Provisions for rebates, returns  and  allowances  and
other  price  adjustments are estimated and deducted  from  gross
revenues.

Reclassification:

     Certain prior year amounts have been reclassified to conform
with current year presentation.

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,  1999,  the  Company's  share  of   the
undistributed  earnings  of its foreign  subsidiaries  (excluding
cumulative   foreign   currency  translation   adjustments)   was
approximately  $67,600. 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 stock-based compensation:

      The  Company has adopted Statement of Financial  Accounting
Standards   ("SFAS")   No.  123,  "Accounting   for   Stock-Based
Compensation"  by  disclosing the pro forma effect  of  the  fair
value method of accounting for stock-based compensation plans. As
allowed  by  SFAS 123 the Company has continued  to  account  for
stock options under Accounting Principle Board (APB) Opinion  No.
25 "Accounting for Stock Issued to Employees."

Comprehensive income:

     SFAS 130, "Reporting Comprehensive Income", requires foreign
currency  translation adjustments and certain other items,  which
were  reported separately in stockholders' equity, to be included
in  other  comprehensive income (loss). The  only  components  of
accumulated other comprehensive loss for the Company are  foreign
currency  translation  adjustments.  Total  comprehensive  income
(loss) for the years ended 1999, 1998 and 1997 is included in the
Statement of Stockholders' Equity.

Segment information:

      SFAS 131, "Disclosures about Segments of an Enterprise  and
Related  Information" requires segment information to be prepared
using the "management" approach. The management approach is based
on  the method that management organizes the segments within  the
Company for making operating decisions and assessing performance.
SFAS  131  also requires disclosures about products and services,
geographic areas, and major customers.

Recent accounting pronouncements:

      In  June  1998,  the Financial Accounting  Standards  Board
(FASB)  issued  SFAS 133, "Accounting for Derivative  Instruments
and  Hedging  Activities." SFAS 133 is effective for  all  fiscal
quarters  of  all  fiscal years beginning  after  June  15,  2000
(January  1,  2001 for the Company). SFAS 133 requires  that  all
derivative instruments be recorded on the balance sheet at  their
fair value. Changes in the fair value of derivatives are recorded
each  period  in current earnings or other comprehensive  income,
depending  on  whether a derivative is designated as  part  of  a
hedge  transaction and, if it is, the type of hedge  transaction.
SFAS  133  is  not  expected to have a  material  impact  on  the
Company's consolidated results of operations, financial  position
or cash flows.

2B.  Restatement of 1999 Financial Statements

      In  the  third quarter of 2000 the Company discovered  that
with  respect  to  its Brazilian AHD operations,  which  reported
revenues  of  approximately $1,800, $6,000 and  $13,700  for  the
years  1997,  1998,  and 1999, respectively, a  small  number  of
employees collaborated to circumvent established company policies
and controls to create invoices that were either not supported by
underlying  transactions  or for which the  recorded  sales  were
inconsistent with the underlying transactions.

       A  full investigation of the matter with the assistance of
counsel and the company's independent auditors was initiated  and
completed.  As  a result, the individuals responsible  have  been
removed,  new  management  has been appointed  to  supervise  AHD
Brazilian  operations and the Company has restated  all  affected
periods,  comprising all four quarters of 1999 and the first  two
quarters of 2000.



      A  summary of the effects of the restatement adjustment  on
the accompanying 1999 consolidated balance sheet and statement of
income is as follows:


                                      December 31, 1999
                                As
                            previously
                            reported in
                               1999      Restatement
                             Form 10-K   Adjustments As restated

ASSETS
  Cash                       $ 17,655      $   -      $  17,655
  Accounts Receivable, net    199,207      (9,946)      189,261
  Inventories                 155,338        5,695      161,033
  Prepaid expenses & other     13,923          -         13,923
     Current assets           386,123      (4,251)      381,872

  Property, Plant &
   Equipment, net             244,413         -         244,413
  Intangible assets, net      488,958         -         488,958
  Other assets                 45,023          -         45,023
          Total assets      $1,164,517   $ (4,251)   $1,160,266

LIABILITIES AND EQUITY
  Current portion of long-
   term debt                $    9,111    $   -      $    9,111
  Short term debt               4,289         -           4,289
    Accounts   payable   &
accrued                       135,281         -         135,281
     expenses
    Accrued  and  deferred     17,175      (1,580)       15,595
taxes
     Current liabilities      165,856      (1,580)      164,276

  Long term debt              591,784         -         591,784
  Deferred income taxes        35,065         -          35,065
  Other non-current
   liabilities                 17,208         -          17,208
  Stockholders' equity        354,604      (2,671)      351,933

                     Total
liabilities                 $1,164,517   $  (4,251)  $1,160,266
            and equity





                                Year Ended December 31, 1999
                                As
                            previously
                            reported in
                               1999      Restatement
                             Form 10-K   Adjustments As restated

  Total revenue             $742,176      $(9,733)    $732,443
  Cost of Sales             397,890        (5,574)     392,316
  Gross profit              344,286        (4,159)     340,127
  Selling, general and
            administrative   244,775          -        244,775
expenses
  Operating income           99,511        (4,159)      95,352

  Interest expense          (39,174)          -       (39,174)
  Other, net                  1,450           -          1,450
  Income before provision
     for income taxes        61,787        (4,159)      57,628
    Provision  for  income   22,236        (1,580)      20,656
taxes
  Net income                $ 39,551     $ (2,579)     $36,972

    Earnings  per   common
share
     Basic                  $  1.43                    $  1.33
     Diluted                $  1.34                    $  1.27



3.   Business and Product Line Acquisitions:

      The  following acquisitions were accounted  for  under  the
purchase method and the accompanying financial statements reflect
the  fair  values of the assets acquired and liabilities  assumed
and  the  results of operations from their respective acquisition
dates.  While certain of the 1999 purchase price allocations  are
preliminary, none are expected to change materially.

Vetrepharm:

     On November 15, 1999, the Company's AAHD acquired all of the
capital  stock  of Vetrepharm Limited for a total  cash  purchase
price   of   approximately  $2,500  including  direct  costs   of
acquisition.  Vetrepharm  operates  its  aquatic  animal   health
distribution  business  in the United  Kingdom.  The  Company  is
amortizing the acquired goodwill (approximately $2,000)  over  10
years using the straight line method.

Southern Cross:

      On  September  23,  1999, the Company's  AHD  acquired  the
business of Southern Cross Biotech, Pty. Ltd. ("Southern  Cross")
and   the   exclusive   worldwide  license   for   REPORCIN   for
approximately  $14,000 in cash, which includes  a  prepayment  of
royalties   of  approximately  $2,900.  Southern  Cross   is   an
Australian manufacturer and marketer of REPORCIN. REPORCIN  is  a
product  which is used to aid in the production of leaner  swine.
The  purchase price included the rights to the countries in which
REPORCIN has already received regulatory approval and the  assets
of  Southern  Cross.  Under the terms of  the  license  agreement
additional cash payments will be made as regulatory approvals are
obtained   and   licenses  granted  in  other  countries.   Total
additional  payments will approximate $65,000 if all 13  possible
country  approvals  are received over the  next  4-6  years.  The
Company  is  amortizing  the acquired  intangibles  and  goodwill
(approximately  $9,000)  over 15 years  using  the  straight-line
method.

I.D. Russell:

      On  September  2,  1999,  the Company's  AHD  acquired  the
business  of  I.D.  Russell  Company  Laboratories  ("IDR")   for
approximately $21,500 in cash. IDR is a US manufacturer of animal
health  products primarily soluble antibiotics and vitamins.  The
acquisition  consisted  of  working  capital,  an  FDA   approved
manufacturing   facility  in  Colorado,  product   registrations,
trademarks  and  35  employees.  The  Company  has  preliminarily
allocated  the purchase price to the manufacturing  facility  and
identified intangibles and goodwill (approximately $11,000) which
will be generally amortized over 15 years. The fair value of  the
net assets acquired was based on preliminary estimates and may be
revised at a later date. The purchase agreement provides  for  up
to  $4,000  of additional purchase price if two product approvals
currently pending are received in the next four years.


Isis:

      Effective June 15, 1999, the Company's IPD acquired all  of
the  capital  stock of Isis Pharma GmbH and its subsidiary,  Isis
Puren  ("Isis") from Schwarz Pharma AG for a total cash  purchase
price  of  approximately $153,000, including  estimated  purchase
price  adjustments and direct costs of acquisition. Isis operates
a  generic  and branded pharmaceutical business in  Germany.  The
acquisition consisted of personnel (approximately 200  employees;
140 of whom are in the sales force) and product registrations and
trademarks.  No  plant, property or manufacturing equipment  were
part  of  the acquisition. The Company is amortizing the acquired
intangibles and goodwill based on lives which vary from 7  to  20
years  (average  approximately 16 years) using the  straight-line
method.  Intangible assets and goodwill at December 31, 1999  was
approximately $147,000. The allocation of purchase price  of  the
net  assets acquired was based on a valuation. The final purchase
price adjustment will be agreed in 2000.

      The Company financed the $153,000 purchase price under  its
1999  Credit  Facility.  On  June 2,  1999,  the  Company  repaid
borrowings  under  the 1999 Credit Facility  with  a  substantial
portion  of  the  proceeds from the issuance  of  3%  convertible
senior  subordinated notes due in 2006. ("06 notes"  -  See  Note
10).  Such  repayment created the capacity under the 1999  Credit
Facility  to incur the borrowings used to finance the acquisition
of Isis.

Jumer:

      On  April 16, 1999, the Company's IPD acquired the  generic
pharmaceutical  business  Jumer  Laboratories  SARL  and  related
companies  of  the Cherqui group ("Jumer") in Paris,  France  for
approximately  $26,000,  which includes the  assumption  of  debt
which   was  repaid  subsequent  to  closing.  Based  on  product
approvals  received  additional purchase price  of  approximately
$3,000 may be paid in the next 3 years. The acquisition consisted
of   products,  trademarks  and  registrations.  The  Company  is
amortizing the acquired intangibles and goodwill based  on  lives
which  vary from 16 to 25 years (average approximately 22  years)
using the straight line method. Intangible assets and goodwill at
December 31, 1999 was approximately $29,700.

Cox:

      On  May  7,  1998, the Company's IPD acquired  all  of  the
capital  stock  of  Cox  Investments Ltd. and  its  wholly  owned
subsidiary,  Arthur H. Cox and Co., Ltd. and all of  the  capital
stock  of  certain  related marketing subsidiaries  ("Cox")  from
Hoechst AG for
a  total  purchase price including the purchase price  adjustment
and  direct  costs of the acquisition of approximately  $198,000.
Cox's operations are included in IPD and are located primarily in
the  United  Kingdom  with  distribution  operations  located  in
Scandinavia  and the Netherlands. Cox is a generic pharmaceutical
manufacturer  and  marketer of tablets, capsules,  suppositories,
liquids,  ointments and creams. Cox distributes its  products  to
pharmacy  retailers and pharmaceutical wholesalers  primarily  in
the  United  Kingdom.  The  Company is  amortizing  the  acquired
goodwill  (approximately  $160,000)  over  35  years  using   the
straight-line method.

     The Company financed the $198,000 purchase price and related
debt  repayments  from borrowings under its  long-term  Revolving
Credit  Facility and short-term lines of credit  which  had  been
repaid  in  March  1998  with  the proceeds  of  the  convertible
subordinated  notes offering ("05 Notes"). The  Revolving  Credit
Facility  was replaced in January 1999 with a new credit facility
which contains updated financial covenants. (See Note 10.)

      The non-recurring charges related to the acquisition of Cox
included in the second quarter of 1998 are summarized below.  The
charge for in-process research and development ("R&D") is not tax
benefited;  therefore  the  computed tax  benefit  is  below  the
expected  rate.  The  valuation of purchased in-process  R&D  was
based  on  the cost approach for 12 generic products  at  varying
stages of development at the acquisition date.

     Inventory write-up    $1,300  (Included in cost of sales)
     In-process R&D         2,100  (Included in selling, general
     Severance of                   and administrative expenses)
     existing employees       200
                            3,600
        Tax benefit         (470)
                           $3,130  ($.12 per share)

Pro forma Information:

      The following unaudited pro forma information on results of
operations assumes the purchase of all businesses discussed above
(except  for  Vetrepharm and Southern Cross) as if the  companies
had combined at the beginning of each period presented:

                             Pro forma
                            Year Ended
                           December 31,
                          1999      1998*

Revenue                 $780,100  $748,100
Net income              $31,800   $27,200
Basic EPS                 $1.15     $1.06
Diluted EPS               $1.12     $1.04

*   Excludes   actual  non-recurring  charges  related   to   the
acquisition of Cox of $3,130 after tax or $0.12 per share.

      These  unaudited pro forma results have been  prepared  for
comparative  purposes only and include certain adjustments,  such
as  additional  amortization expense  as  a  result  of  acquired
intangibles  and  goodwill and an increased interest  expense  on
acquisition  debt.  They do not purport to be indicative  of  the
results  of operations that actually would have resulted had  the
acquisitions occurred at the beginning of each respective period,
or of future results of operations of the consolidated entities.

Other Acquisitions:

        In December 1998, the Company's FCD acquired SKW Biotech,
a  part  of SKW Trostberg AG, in Budapest, Hungary. The  purchase
included  an  antibiotic fermentation and purification  plant  in
Budapest  on a 300,000 square foot site. SKW Biotech is  included
in  the  FCD  and  currently produces  vancomycin.  The  cost  of
approximately  $7,300  was  allocated  to  property,  plant   and
equipment.

        In  November  1998, the Company's IPD acquired  the  Siga
product line in Germany from Hexal AG. The branded product  line,
"Siga",  is included in the IPD and consists of over 20 products.
The   acquisition   consisted   of  product   registrations   and
trademarks;  no personnel or plants were part of the transaction.
The   cost  of  approximately  $13,300  has  been  allocated   to
intangible assets and will be amortized over 15 years.

      In  November 1997, the Company's FCD acquired the worldwide
polymyxin  business  from Cultor Food Science.  Polymyxin  is  an
antibiotic  mainly  used  in topical ointments  and  creams.  The
transaction included product technology, registrations,  customer
information  and  inventories.  The  Company's  FCD  manufactures
polymyxin  in  its  Copenhagen facility and has manufactured  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's AHD 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 included 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  the  AHD
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.

4.   Strategic Alliances:

Joint venture:

      In  January  1999,  the  AHD contributed  the  distribution
business of its Wade Jones Company ("WJ") into a partnership with
G&M  Animal  Health  Distributors and T&H  Distributors.  The  WJ
distribution  business  which was  merged  had  annual  sales  of
approximately  $30,000 and assets (primarily accounts  receivable
and  inventory) of less than $10,000. The Company owns 50% of the
new  entity,  WYNCO LLC ("WYNCO"). The Company accounts  for  its
interest in WYNCO under the equity method.

      WYNCO  is a regional distributor of animal health  products
and  services primarily to integrated poultry and swine producers
and  independent dealers operating in the Central South West  and
Eastern  regions  of the U.S. WYNCO is the exclusive  distributor
for  the  Company's  animal  health products.  Manufacturing  and
premixing operations at WJ remain part of the Company. Wade Jones
Company was renamed Alpharma Animal Health Company in 1999.

Ascent Loan Agreement and Option:

      On  February  4,  1999, the Company  entered  into  a  loan
agreement with Ascent Pediatrics, Inc. ("Ascent") under which the
Company  may  provide  up to $40,000 in loans  to  Ascent  to  be
evidenced  by  7 1/2%  convertible  subordinated  notes  due   2005.
Pursuant to the loan agreement, up to $12,000 of the proceeds  of
the  loans  can  be  used  for general corporate  purposes,  with
$28,000  of  proceeds  reserved  for  projects  and  acquisitions
intended to enhance the growth of Ascent. All potential loans are
subject to Ascent meeting a number of terms and conditions at the
time  of  each  loan. As of December 31, 1999,  the  Company  had
advanced  $10,500 to Ascent under the agreement. The advances  to
date are included in the balance sheet as "Other assets".

      In  addition, Ascent and the Company have entered  into  an
amended  agreement under which the Company will have  the  option
during  the  first  half  of 2003 to  acquire  all  of  the  then
outstanding shares of Ascent for cash at a price to be determined
by  a  formula based on Ascent's operating income during its 2002
fiscal year. The amended agreement which extended the option from
2002 to 2003 and altered the formula period from 2001 to 2002  is
subject to approval by Ascent's stockholders.

5.   Management Actions:

     In 1999, the Company announced the decision to close or sell
its  leased  aquatic animal health plant in Bellevue,  Washington
and  terminate all 21 employees. A severance charge of  $575  was
established in the third quarter of 1999 when the employees  were
notified.  During 1999, $231 of the severance was  paid  and  the
balance to be paid in 2000 is $344. All significant production is
being  transferred to the AAHD production facility in Norway.  At
year end the Washington plant had ceased production and the fixed
assets  have been written down to their net realizable  value  of
approximately  $100. The result of the write  down  of  leasehold
improvements and certain machinery and equipment is a  charge  of
approximately $1,600 in the fourth quarter of 1999.

      In 1996, the Company took a number of actions to strengthen
its   business.   The   actions  included  the   termination   of
approximately 450 employees.

      A  summary of the liabilities set up for severance in  1996
and included in accrued expenses is as follows:

                                        1996 Actions
                                  1999      1998      1997

Balance, January 1,               $478    $3,407    $9,214

  Payments                       (390)    (3,007)   (5,980)
  Accruals                          -      -          652

  Translation and adjustments     (88)       78      (479)

Balance, December 31,             $ -     $  478    $3,407

6.   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,  warrants  and
convertible debt when appropriate.

      A reconciliation of weighted average shares outstanding for
basic to diluted weighted average shares outstanding used in  the
calculation of EPS is as follows:

     (Shares in thousands)        For the years ended
                                      December 31,
                               1999      1998       1997
     Average shares
      outstanding - basic     27,745    25,567     22,695
     Stock options               359       222         85
     Warrants                     -        490        -
     Convertible notes         6,744       -          -
     Average shares
      outstanding - diluted   34,848    26,279     22,780

     The amount of dilution attributable to the stock options and
warrants determined by the treasury stock method depends  on  the
average  market  price  of the Company's common  stock  for  each
period.

      The  05  Notes  issued  in  March  1998,  convertible  into
6,744,481  shares  of  common stock at  $28.59  per  share,  were
outstanding  at December 31, 1999 and 1998 and were  included  in
the  computation of diluted EPS using the if-converted method for
the  year  ended  December 31, 1999 and the three  month  periods
ended  September  30,  and December 31,  1998.  The  if-converted
method was antidilutive for the year ended December 31, 1998  and
therefore  the  shares  attributable to the  05  Notes  were  not
included in the diluted EPS calculation.

       In  addition,  the  06  Notes  issued  in  June  1999  and
convertible into 5,294,301 shares of common stock at  $32.11  per
share,  were included in the computation of diluted EPS  for  the
three  month periods ended September 30, and December  31,  1999.
The  if-converted  method was antidilutive  for  the  year  ended
December  31, 1999 and therefore the shares attributable  to  the
subordinated   debt  were  not  included  in  the   diluted   EPS
calculation.

     The numerator for the calculation of basic EPS is net income
for all periods. The numerator for the calculation of diluted EPS
is net income plus an add back for interest expense and debt cost
amortization,  net  of  income  tax  effects,  related   to   the
convertible notes.

     A reconciliation of net income used for basic to diluted EPS
is as follows:

                                    1999       1998       1997

Net income - basic                $36,972    $24,211   $17,408
Adjustments under the if-
  converted method, net of tax     7,245       -         -
Adjusted net income - diluted     $44,217    $24,211   $17,408


7.   Accounts Receivable, Net:

     Accounts receivable consist of the following:
                                             December 31,
                                          1999          1998

     Accounts receivable, trade       $187,507        $171,073
     Other                               7,918           4,941
                                       195,425         176,014
     Less, allowances for doubtful
      accounts                           6,164           6,270
                                      $189,261        $169,744

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

                             1999          1998         1997

Balance at January 1,     $6,270         $5,205         $4,359
Provision for doubtful
     accounts                995          1,032          2,111
Reductions for accounts
 written off               (303)           (175)          (789)
Translation and other      (798)            208           (476)
Balance at December 31,   $6,164         $6,270         $5,205


8.   Inventories:

     Inventories consist of the following:

                                         December 31,
                                      1999          1998

     Finished product               $ 94,189      $ 78,080
     Work-in-process                  28,938        25,751
     Raw materials                    37,906        34,487
                                    $161,033      $138,318

      At  December 31, 1999 and 1998, approximately  $44,700  and
$41,900 of inventories, respectively, are valued on a LIFO basis.
LIFO inventory is approximately equal to FIFO in 1999 and 1998.

9.   Property, Plant and Equipment, Net:

       Property,  plant  and  equipment,  net,  consist  of   the
following:
                                           December 31,
                                       1999         1998

     Land                             $10,042    $ 10,603
     Buildings and building
       improvements                   120,688     120,357
     Machinery and equipment          271,372     259,988
     Construction in progress          15,993      20,199
                                      418,095     411,147
     Less, accumulated depreciation   173,682     167,015

                                     $244,413    $244,132

10.  Long-Term Debt:

Long-term debt consists of the following:

                                                 December 31,
                                               1999          1998
Senior debt:
 U.S. Dollar Denominated:
  1999 Revolving Credit Facility
   (7.3 - 8.1%)                            $180,000        $-
       Prior Revolving Credit Facility
       (6.6 - 7.0%)                           -           180,000
  A/S Eksportfinans                           -             7,200
  Industrial Development Revenue Bonds:
   Baltimore County, Maryland
     (7.25%)                                  3,930         4,565
     (6.875%)                                 1,200         1,200
   Lincoln County, NC (3.4% - 4.2%)           4,000         4,500
  Other, U.S.                                   172           504


 Denominated in Other Currencies:
       Mortgage notes payable (NOK)          38,521        42,224
  Bank and agency development loans           6,387         7,991
(NOK)
  Other, foreign                                11             53
 Total senior debt                          234,221       248,237

Subordinated debt:
    3% Convertible Senior Subordinated
       Notes due 2006 (6.875% yield),
       including interest accretion         173,824           -
 5.75% Convertible Subordinated Notes
       due 2005
                                            125,000        125,000
 5.75% Convertible Subordinated
       Note due 2005 - Industrier Note      67,850         67,850

 Total subordinated debt                    366,674        192,850

  Total long-term debt                      600,895       441,087
  Less, current maturities                   9,111         12,053
                                           $591,784      $429,034


Senior debt:

      In  January  1999,  the Company signed  a  $300,000  credit
agreement  ("1999  Credit Facility") with a consortium  of  banks
arranged  by the Union Bank of Norway, Den norske Bank A.S.,  and
Summit  Bank.  The agreement replaced the prior revolving  credit
facility  and  a  U.S. short-term credit facility  and  increased
overall  credit availability. The prior revolving credit facility
was  repaid  in  February  1999 by drawing  on  the  1999  Credit
Facility.

      The  1999  Credit Facility provides for (i) a $100,000  six
year Term Loan; and (ii) a revolving credit agreement of $200,000
which  includes  a $30,000 working capital facility  and  has  an
initial term of five years with two possible one year extensions.
The   1999  Credit  Facility  has  several  financial  covenants,
including  an  interest coverage ratio, total  debt  to  earnings
before interest, taxes, depreciation and amortization ("EBITDA"),
and equity to total asset ratio. Interest on the facility will be
at  the  LIBOR  rate with a margin of between .875%  and  1.6625%
depending  on  the  ratio of total debt to  EBITDA.  Margins  can
increase based on the ratio of equity to total assets.

      In  December  1995,  the Company's Danish  subsidiary,  A/S
Dumex,  borrowed  $9,000  from A/S Eksportfinans  to  finance  an
expansion of its Vancomycin manufacturing facility in Copenhagen.
The  term of the loan was seven years. Interest for the loan  was
fixed  at  6.59%.  The  loan was repaid  in  February  1999  from
proceeds received under the 1999 Credit Facility.

      The  Baltimore County Industrial Development Revenue  Bonds
are  payable in varying amounts through 2009. Plant and equipment
with  an approximate net book value of $8,200 collateralize  this
obligation.

      The Company has issued Industrial Development Revenue Bonds
in  connection  with  the  expansion  of  the  Lincolnton,  North
Carolina plant. The bonds require monthly interest payments at  a
floating rate 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 $4,900  serve  as
collateral for this loan.

      The  mortgage notes payable denominated in Norwegian Kroner
(NOK)  include amounts issued in connection with the construction
and  subsequent expansion of a pharmaceutical facility  in  Lier,
Norway. The mortgage is collateralized by this facility (net book
value  $40,800).  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, 1999 and 1998 was 6.5%  and  6.8%,
respectively.   The   tranches  are   repayable   in   semiannual
installments  through 2021.  Yearly amounts payable vary  between
$1,451 and $2,009.

      Mortgage notes payable also include amounts issued in  1997
($5,356) to finance a 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 2001 - 2009, and is collateralized  by  the
net book value of the facility ($6,800).

      Alpharma Oslo has various loans with government development
agencies  and  banks  which have been used for  acquisitions  and
construction  projects. Annual payments are $1,074 through  2003,
$631 in 2004 and $186 through 2012. The weighted average interest
rate  of  the  loans at December 31, 1999 and 1998 was  6.8%  and
7.4%, respectively.

Subordinated debt:

      In  June 1999, the Company issued $170,000 principal amount
of  3.0% Convertible Senior Subordinated Notes due 2006 (the  "06
Notes").  The  06  Notes  pay  cash interest  of  3%  per  annum,
calculated  on  the initial principal amount of  the  Notes.  The
Notes  will mature on June 1, 2006 at a price of 134.104% of  the
initial principal amount. The payment of the principal amount  of
the  Notes at maturity (or earlier, if the Notes are redeemed  by
the  Company prior to maturity), together with cash interest paid
over  the  term  of  the Notes, will yield investors  6.875%  per
annum.  The interest accrued but which will not be paid prior  to
maturity (3.875% per annum) is reflected as long-term debt in the
accounts  of  the  Company. The 06 Notes are  redeemable  by  the
Company after June 16, 2002.

      The 06 Notes are convertible at any time prior to maturity,
unless  previously redeemed, into 31.1429 shares of the Company's
Class  A  Common  stock  per  one  thousand  dollars  of  initial
principal  amount of 06 Notes. This ratio results in  an  initial
conversion  price of $32.11 per share. The number of shares  into
which  a  06  Note  is convertible will not be adjusted  for  the
accretion of principal or for accrued interest.

     The net proceeds from the offering of approximately $164,000
were used to retire outstanding senior long-term debt principally
outstanding  under  the 1999 Credit Facility.  This  created  the
capacity   under  the  1999  Credit  Facility  to   finance   the
acquisition of Isis in the second quarter. (See Note 3.)

      In  March  1998,  the  Company  issued  $125,000  of  5.75%
Convertible Subordinated Notes (the "05 Notes") due 2005. The  05
Notes  may be converted into common stock at $28.594 at any  time
prior   to   maturity,  subject  to  adjustment   under   certain
conditions. The Company may redeem the 05 Notes, in whole  or  in
part,  on  or  after  April 6, 2001, at a  premium  plus  accrued
interest.

      Concurrently, A.L. Industrier, the controlling  stockholder
of  the  Company,  purchased at par for  cash  $67,850  principal
amount  of  a  Convertible  Subordinated  Note  (the  "Industrier
Note").   The   Industrier   Note  has  substantially   identical
adjustment terms and interest rate as the 05 Notes. The 05  Notes
are convertible into Class A common stock. The Industrier Note is
automatically convertible into Class B common stock if  at  least
75% of the Class A notes are converted into common stock.

     The net proceeds from the combined offering of $189,100 were
used  initially to retire outstanding senior long-term debt.  The
Revolving Credit Facility was used in the second quarter of 1998,
along  with  an  amount  of  short  term  debt,  to  finance  the
acquisition of Cox Pharmaceuticals. (See Note 3.)

      Maturities of long-term debt during each of the  next  five
years and thereafter as of December 31, 1999 are as follows:

          2000                  $ 9,111
          2001                   19,363
          2002                   19,359
          2003                   19,418
          2004                   99,035
          Thereafter            434,609
                               $600,895

11.  Short-Term Debt:

     Short-term debt consists of the following:
                                  December 31,
                                1999      1998

               Domestic       $1,000    $17,275
               Foreign         3,289     24,646
                              $4,289    $41,921

       At  December  31,  1999,  the  Company  and  its  domestic
subsidiaries  have  available short term  bank  lines  of  credit
totaling  $1,000 and a $30,000 working capital line  included  in
its 1999 Credit Facility. Borrowings under the lines are made for
periods  generally less than three months and bear interest  from
8.00%  to  8.50% at December 31, 1999. At December 31, 1999,  the
amount of the unused lines totaled $30,000. (See Note 10.)

      At  December  31, 1999, the Company's foreign  subsidiaries
have  available  lines  of  credit with  various  banks  totaling
$44,100  ($42,600 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, 1999 at rates  ranging
from  3.75%  to 15.50%. At December 31, 1999, the amount  of  the
unused lines totaled $40,800 ($39,300 in Europe and $1,500 in the
Far East).

     The weighted average interest rate on short-term debt during
the   years  1999,  1998  and  1997  was  6.4%,  6.4%  and  5.9%,
respectively.

12.  Income Taxes:

     Domestic and foreign income before income taxes was $30,031,
and   $27,597,   respectively  in  1999,  $28,296  and   $10,687,
respectively  in  1998, and $14,267 and $13,483, respectively  in
1997. 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,
                                      1999     1998      1997
   Current:
         Federal                    $8,752   $8,373     $5,164
         Foreign                    16,780    4,224      5,184
         State                       1,246    1,682      1,095
                                    26,778   14,279     11,443
          Deferred:
            Federal                 (1,508)    (351)       439
            Foreign                 (3,963)      930   (1,295)
            State                    ( 651)     (86)     (245)
                                    (6,122)      493   (1,101)
             Provision for
               income taxes         $20,656  $14,772   $10,342

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

                                    Years Ended December 31,
                                    1999      1998      1997

Statutory U.S. federal rate         35.0%     35.0%     35.0%
State income tax, net of federal
  tax benefit                        0.5%      2.6%      2.0%
Lower taxes on foreign
    earnings,   net                 (5.6%)    (5.2%)    (4.4%)
Tax credits                         (1.2%)    (1.2%)       -
Non-deductible costs, principally
  amortization of intangibles
  related to acquired companies      5.9%      5.6%      4.9%
Non-deductible in-process R&D         -        1.7%       -
Other        ,    net                1.2%     (0.6%)     (0.2%)
   Effective rate                   35.8%     37.9%     37.3%

      Deferred  tax  liabilities (assets) are  comprised  of  the
following:
                                                 Year Ended
                                                December 31,
                                               1999     1998

Accelerated depreciation and amortization
    for   income  tax  purposes              $22,047   $23,956
Excess of book basis of acquired assets
  over tax bases                              18,124    11,488
Differences between inventory valuation
  methods used for book and tax purposes       2,888     2,219
Other                                            824       623
  Gross deferred tax liabilities              43,883    38,286

Accrued liabilities and other reserves        (5,121)   (4,418)
Pension liabilities                           (1,766)   (1,496)
Loss carryforwards                            (3,846)   (1,890)
Deferred    income                              (815)     (581)
Other                                         (2,502)   (1,792)
  Gross deferred tax assets                  (14,050)  (10,177)

Deferred tax assets valuation allowance        1,116     1,890

     Net deferred tax liabilities            $30,949   $29,999

     As  of  December  31,  1999,  the  Company  has  state  loss
carryforwards  in one state of approximately $15,000,  which  are
available to offset future taxable income and expire between 2007
and  2014.   The  Company has recognized  a  deferred  tax  asset
relating to these state loss carryforwards, and believes that  it
is  more  likely  than  not  that  these  carryforwards  will  be
available  to  reduce future state income tax  liabilities.   The
Company  also has foreign loss carryforwards in six countries  as
of  December  31,  1999,  of  approximately  $13,000,  which  are
available  to offset future taxable income, and have carryforward
periods  ranging from five years to unlimited.  The  Company  has
recognized  a  deferred tax asset relating to these foreign  loss
carryforwards.   Based on analysis of current information,  which
indicated that it is not likely that some of these foreign losses
will be realized, a valuation allowance has been established  for
a portion of these foreign loss carryforwards.


13.  Pension Plans and Postretirement Benefits:

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 highest consecutive five years compensation during the
last  ten  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.  In  addition,  the
Company   has  unfunded  supplemental  executive  pension   plans
providing additional benefits to certain employees.

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

      The  postretirement transition obligation as of January  1,
1993 of $1,079 is being amortized over twenty years. The discount
rate  used  in  determining the 1999, 1998 and 1997  expense  was
6.75%, 7.25%, and 7.75%, respectively. The health care cost trend
rate was 6.5% declining to 5.0% over a ten year period, remaining
level  thereafter. Assumed health care cost trend  rates  do  not
have  a significant effect on the amounts reported for the health
care  plans. A one-percentage-point change in assumed health care
cost trend rates would not have a material effect on the reported
amounts.

                                                   Postretirement
                               Pension Benefits       Benefits
Change in benefit obligation     1999     1998     1999     1998
Benefit obligation at
  beginning of year            $16,627  $13,973   $2,633   $3,011
Service cost                    1,610   1,235        97        85
Interest cost                   1,211   1,035       172       167
Plan participants'
  contributions                   -        -         24        23
Amendments                        -        32         -      (533)
Actuarial (gain) loss          (3,924)    882      (454)       70
Benefits paid                    (633)    (530)    (201)    (190)
Benefit obligation at end of
  year                         14,891   16,627     2,271   2,633

    Change in plan assets
Fair value of plan assets at
  beginning of year            17,618   12,897      -      -
Actual return on plan assets    3,365   4,051       -      -
Employer contribution              13   1,200       -      -
Benefits paid                    (633)   (530)      -        -
Fair value of plan assets at
  end of year                  20,363   17,618      -        -

Funded status                   5,472   991       (2,271) (2,633)

Unrecognized net actuarial
  (gain)loss                   (5,812)  (144)       261      744
Unrecognized net transition
  obligation                      125   155         239      258
Unrecognized prior service
  cost                           (743)   (823)      -        -
Prepaid (accrued) benefit      $ (958) $  179   $(1,771)  $(1,631)
cost

                                                  Postretirement
                               Pension Benefits   Benefits
                                 1999     1998     1999     1998
Weighted-average assumptions
  as of December 31
Discount rate                  8.00%    6.75%     8.00%    6.75%
Expected   return   on   plan  9.25%    9.25%      N/A     N/A
assets
Rate of compensation increase  4.50%    4.00%      N/A     N/A


                                               Postretirement
                      Pension Benefits         Benefits
                       1999    1998    1997    1999 1998    1997
Components of net
 periodic benefit
cost
Service cost          $1,610  $1,235  $1,192    $97   $85     $92

Interest cost         1,211    1,035  1,035     172   167       204

Expected return on
 plan assets         (1,621)  (1,274)  (1,056)     -   -       -

Net amortization of
 transition              30    30        30      18    18      54
obligation
Amortization of
prior                  (81)    (81)    (82)      -     -         -
 service cost
Recognized net
 actuarial               -       (2)     28      29    21      15
(gain)loss
Net periodic benefit
 cost                 $1,149   $943   $1,147   $ 316  $291  $ 365



       The  projected  benefit  obligation,  accumulated  benefit
obligation,  and  fair  value  of  plan  assets  for  plans  with
accumulated  benefit obligations in excess of  plan  assets  were
$182,  $55 and $0 respectively as of December 31, 1999 and  $288,
$177 and $0 as of December 31, 1998.

     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 in 1999, 1998 and 1997.

Europe:

      Certain of the Company's European subsidiaries have various
defined  benefit  plans, both contributory  and  noncontributory,
which  are  available  to a majority of employees.  Pension  plan
contributions from the Company and the participants are  paid  to
independent  trustees  and invested in fixed  income  and  equity
securities in accordance with local practices.

      Certain  subsidiaries also have direct pension arrangements
with a limited number of employees. These pension commitments are
paid  out  of general assets and the obligations are accrued  but
not prefunded.

                                    1999         1998
Change in benefit obligation:
Benefit obligation at
  beginning of year               $43,634      $20,230
Service cost                        2,936      2,003
Interest cost                       2,452      1,763
Amendments                          3,613      -
Plan participants' contribution       347      234
Actuarial (gain)/loss             (1,673)      3,859
Acquisition                         1,049      16,787
Benefits paid                     (1,159)      (622)
Translation adjustment            (2,005)        (620)
Benefit obligation at end
  of year                          49,194      43,634


Change in plan assets:
Fair value of plan assets at
  beginning of year                29,062      11,832
Actual return on plan assets        2,507      1,818
Acquisition                           -        14,700
Employer contribution               1,504      1,347
Plan participants' contributions      347      234
Benefits paid                     (1,041)      (548)
Translation adjustment            (1,184)        (321)
Fair value of plan assets at
  end of year                      31,195      29,062

Funded status                    (17,999)      (14,572)
Unrecognized net actuarial
  loss                              6,085      8,500
Unrecognized transitional
  obligation                          411      448
Unrecognized prior service
  cost                              4,075      777
Additional minimum liability      (2,970)        (452)
 Prepaid (accrued) benefit cost  $(10,398)     $(5,299)

                                   1999       1998
Weighted-average assumptions:
Discount rate                     6.4%        6.4%
Expected return on plan assets    7.3%        7.3%
Rate of compensation increase     4.2%        4.5%


                                  1999      1998      1997
Components of net periodic
benefit cost:
Service cost                    $2,936     $2,003    $1,264
Interest cost                    2,452      1,763     1,142
Expected return on plan assets  (1,951)    (1,478)   (793)
Amortization of transition
 obligation                          4        35        102
Amortization of prior service
 cost                              173        101       107
Recognized net actuarial
 loss                              260         40        -

Net periodic benefit cost       $3,874     $2,464    $1,822

      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 $2,200,
$2,059 and $2,204 in 1999, 1998 and 1997, respectively.

14.  Transactions with A. L. Industrier:

                                  Years Ended December 31,
                                   1999      1998     1997

Sales to and commissions received
  from A.L. Industrier           $2,306    $2,722    $3,107

Compensation received for
  management services rendered to
  A.L. Industrier                $  385    $  397    $  424

Inventory purchased from and
  commissions paid to A.L.
  Industrier                     $   30    $   32    $   34

Interest incurred on
 Industrier Note                 $3,901    $2,937    $  -

      In  March  1998,  A.L. Industrier purchased  a  convertible
subordinated note issued by the Company in the amount of $67,850.
(See  Note 10.) As of December 31, 1999 and 1998 there was a  net
current   payable  of  $136  and  $98,  respectively,   to   A.L.
Industrier.

      In 1997 A.L. Industrier purchased Class B common stock from
the Company. (See Note 17.)

      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 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.

15.  Contingent Liabilities, Litigation and Commitments:

      The  United  Kingdom  Office of  Fair  Trading  ("OFT")  is
conducting  an  investigation into  the  pricing  and  supply  of
medicine by the generic industry in the United Kingdom.  As  part
of  this  investigation, Cox received in February 2000 a  request
for information from the OFT. The request states that the OFT  is
particularly concerned about the sustained rise in the list price
of a range of generic pharmaceuticals over the course of 1999 and
is  considering  this  matter under competition  legislation.  In
December  1999  Cox received a request for information  from  the
Oxford  Economic  Research  Association  ("OXERA"),  an  economic
research  company  which  has  been commissioned  by  the  United
Kingdom  Department of Health to carry out a study of the generic
drug  industry.  The requests related to certain specified  drugs
and  the  Company has responded to both requests for information.
The   Company   is  unable  to  predict  what  impact   the   OFT
investigation or OXERA study will have on the operations  of  Cox
and the pricing of generic pharmaceuticals in the United Kingdom.

      The  Company  was  originally  named  as  one  of  multiple
defendants  in  62  lawsuits alleging personal injuries  and  six
class  actions for medical monitoring 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 plaintiffs have specified an  amount
of monetary damage. Because the Company has not manufactured, 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. The
Company has received a partial reimbursement of litigation  costs
from  one  of the manufacturer's carriers. The Company  has  been
dismissed in all the class actions and the plaintiffs  in  52  of
the   lawsuits  have  agreed  to  dismiss  the  Company   without
prejudice.  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 had 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.

     Bacitracin zinc, one of the Company's feed additive products
has  been  banned  from  sale in the European  Union  (the  "EU")
effective July 1, 1999. While initial efforts to reverse the  ban
in  court were unsuccessful, the Company is continuing to  pursue
initiatives  based  on  scientific  evidence  available  for  the
product,  to limit the effects of this ban. In addition,  certain
other countries, not presently material to the Company's sales of
bacitracin  zinc  have  either  followed  the  EU's  ban  or  are
considering  such  action.  The  existing  governmental   actions
negatively impact the Company's business but are not material  to
the  Company's  financial  position  or  results  of  operations.
However,  an  expansion of the ban to additional countries  where
the Company has material sales of bacitracin based products could
be  material to the financial condition and 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.  The  Company  has  purchased   required
minimums which amounted to approximately $19,500 in 1999. 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.
The Company considers the possibility of early termination of the
agreement to be remote.

      In  1999,  the  Company made three acquisitions  which  may
require  contingent  payments  in  future  years.  The  potential
amounts are described in note 3.

16. Leases:

      Rental  expense under operating leases for 1999,  1998  and
1997  was $6,827, $6,665 and $5,825, 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,

                    2000          $ 6,274
                    2001            5,667
                    2002            4,710
                    2003            3,488
                    2004            2,998
                    Thereafter      5,972
                                  $29,109

17.  Stockholders' Equity:

      The holders of the Company's Class B Common Stock, (totally
held  by  A. L. Industrier at December 31, 1999) 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  50,000,000; 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 increased in
1997  by  $20,379 to reflect the issuance of the Class B  shares.
A.L.  Industrier is 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.)

      In October 1994, the Company issued approximately 3,600,000
warrants  which  were  a  portion of the consideration  paid  for
Alpharma  Oslo.  The  Company was required  to  account  for  the
acquisition  of Alpharma Oslo as a transfer and exchange  between
companies  under  common control. Accordingly,  the  accounts  of
Alpharma were combined with the Company at historical cost  in  a
manner  similar  to  a  pooling-of-interests  and  the  Company's
financial statements were restated. At the acquisition date,  the
consideration paid for Alpharma Oslo was reflected as a  decrease
to  stockholders' equity net of the estimated value  ascribed  to
the  warrants.  The  estimated value of the warrants  ($6,552  or
$1.82  per  warrant) was added to additional paid in capital  and
deducted from retained earnings.

      On October 21, 1998 the Company announced that its Board of
Directors   had  approved  an  offer  by  the  Company   to   its
warrantholders  to  exchange  all of  the  Company's  outstanding
warrants  for  shares  of its Class A Common  Stock.  There  were
3,596,254  outstanding  warrants, each of which  represented  the
right  to  purchase 1.061 shares of Class A Common  Stock  at  an
exercise  price  of  $20.69  per  share.  The  warrants   expired
January 3, 1999.

      Under the transaction, the Company offered to issue to each
warrantholder  a  number of Class A shares in exchange  for  each
warrant  pursuant to an exchange formula based  upon  the  market
prices  of  the  shares during the offer. The  number  of  shares
issued  for  each  warrant  tendered was  .3678  and,  in  total,
1,230,448  shares were issued in exchange for 3,345,921  warrants
tendered  (93%  of the warrants outstanding). The excess  of  the
fair  market  value of the warrants tendered over  the  estimated
value  in 1994 of $31,117 was added to additional paid-in-capital
and  Class A Common stock and deducted from retained earnings  to
reflect the fair value of the Class A stock issued.

      At  December  31,  1998 the holders of  223,211  untendered
warrants  gave irrevocable notice of their intention to  exercise
their  warrants  by  paying $20.69 per  share.  The  subscription
amount  for  the exercised but unpaid for warrants are  shown  in
stockholders'  equity at December 31, 1998  with  the  subscribed
amount ($4,916) deducted. The subscription proceeds were received
in  January 1999 and included in stockholders' equity. Less  than
1% of the original warrant issue was untendered or unexercised.

     In November 1999, the Company sold 2,000,000 shares of Class
A  Common Stock to an investment banker and received proceeds  of
$62,399.

A summary of activity in common and treasury stock follows:

Class A Common Stock Issued
                              1999          1998          1997

 Balance, January 1,      17,755,249    16,118,606    13,813,516
Exercise of stock options
 and other                336,826       339,860           63,300
Exercise of stock rights  -             -              2,201,837
Exercise of warrants, net 237,809       2,124               -
Stock issued in tender
 offer for warrants       -             1,230,448           -
Stock issued in equity
offering                  2,000,000     -                   -
Employee stock purchase
 plan                         60,385        64,211        39,953
 Balance, December 31,    20,390,269    17,755,249    16,118,606

Class B Common Stock Issued
                              1999          1998          1997

 Balance, January 1,      9,500,000     9,500,000      8,226,562
Stock subscription by
 A.L. Industrier                -             -        1,273,438
 Balance, December 31,    9,500,000     9,500,000      9,500,000

Treasury Stock (Class A)
                                            1998          1997

 Balance, January 1,      277,334       275,382          274,786
Purchases                        -        1,952              596
  Balance, December 31,   277,334       277,334          275,382


18.  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, 1999 and 1998, the Company's  had  foreign
currency   contracts  outstanding  with  a  notional  amount   of
approximately $29,300 and $17,300, 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 in 2000  and  the  unrealized
gains and losses are not material.

      In  1997  and 1998, the Company had two interest rate  swap
agreements with two members of the consortium of banks which were
parties to the Revolving Credit Facility to reduce the impact  of
changes in interest rates on a portion of its floating rate long-
term  debt. The swap agreements fixed the interest rate at 5.655%
plus  1.25%  for  a  portion  of the  revolving  credit  facility
($54,600) through October 1998. (See Note 10.)

      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 other than the Convertible Subordinated Notes issued in 1998
and 1999 approximates fair value because a significant portion of
the underlying debt is at variable rates and reprices frequently.
The   estimated  fair  value  based  on  the  bid  price  of  the
Convertible Subordinated Notes at December 31, 1999 and 1998  was
as follows:

$ in thousands                1999                  1998
                      Carrying     Fair     Carrying     Fair
                       Amount      Value     Amount      Value

5.75% Convertible
Subordinated Notes
due 2005              $192,850   $228,045   $192,850   $264,928

3% Convertible
Senior Subordinated
Notes due 2006        $173,824   $183,813       --         --


19.  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 maximum number of Class A shares available for  grant
under the Plan is 4,500,000. 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. Options  granted  expire
from  three to ten years after the grant date. 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, 1999 are options to purchase 30,300 shares with cash
appreciation rights, 8,151 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,  1999  and  1998,  options  for
1,099,423 and 1,663,799 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, 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
  Granted in 1998(2)    989,500    $25.14
  Canceled in 1998     (80,972)    $18.34
  Exercised in 1998    (344,160)   $17.01

Balance at
 December 31, 1998     1,875,334   $21.38    854,514     $23.09
  Granted in 1999(3)    754,000    $39.19
  Canceled in 1999     (189,624)   $28.37
  Exercised in 1999    (332,976)   $23.57
Balance at
 December 31, 1999     2,106,734   $26.77    721,379     $24.57


(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.

(2)  Included  in options outstanding at December 31,  1998  were
     383,900 options granted in 1998 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 $30.09. The
     weighted average exercise price of the remaining 605,600 options
     granted in 1998 is $22.01.

(3)  Included  in options outstanding at December 31,  1999  were
     66,000 options granted in 1999 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 $53.98. The
     weighted average exercise price of the remaining 688,000 options
     granted in 1999 is $37.76.

      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 would have been reduced to the pro forma amounts  for
the  years  ended December 31, 1999, 1998 and 1997  as  indicated
below:

                                    1999       1998       1997
Net income:
  As reported                     $36,972    $24,211   $17,408
  Pro forma                       $34,317     22,427   $16,328

Basic earnings per share:
  As reported                      $1.33     $ .95     $   .77
  Pro forma                        $1.24     $ .88     $   .72

Diluted earnings per share:
  As reported                      $1.27     $ .92     $   .76
  Pro forma                        $1.19     $ .85     $   .72

      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:

                                      1999      1998     1997

     Expected life (years)              1-5     1-5       4-5
     Expected future dividend
          yield (average)              .50%     .81%     1.25%
     Expected volatility              0.40      0.35     0.40

      The  risk-free interest rates for 1999, 1998 and 1997  were
based   upon   U.S.  Treasury  instrument  rates  with   maturity
approximating  the expected term. The weighted  average  interest
rate  in  1999,  1998 and 1997 amounted to 5.1%, 5.6%  and  6.4%,
respectively. The weighted average fair value of options  granted
during  the  years ended December 31, 1999, 1998, and  1997  with
exercise  prices equal to fair market value on the date of  grant
was  $14.19, $8.36 and $5.53, respectively. The weighted  average
fair value of options granted during the years ended December 31,
1999, 1998 and 1997 with exercise prices in excess of fair market
value   at  the  date  of  grant  was  $.57,  $1.26  and   $3.27,
respectively.

      The  following  table  summarizes information  about  stock
options outstanding at December 31, 1999:

                    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     12/31/99  ing Life  Price   at 12/31/99    Price
    Prices

$13.50-$22.13  1,085,834   4.1    $18.95     425,424     $18.62
$22.20-$39.69    954,900    3.9    $33.79     273,954     $31.45
$53.98-$53.98     66,000    2.2    $53.98      22,001     $53.98

$13.50-$53.98  2,106,734   3.9    $26.77     721,379     $24.57


      The  Company has an Employee Stock Purchase Plan  by  which
eligible   employees  of  the  Company  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.  As  of
the second quarter of 1998 the Company increased the match to 50%
of  the employee contributions. Shares are issued on the last day
of each calendar quarter. The Company's contributions to the plan
were  approximately $700, $513 and $137 in 1999, 1998  and  1997,
respectively.


20.  Supplemental Data:

Other assets and deferred charges at December 31 include:
                                           1999          1998

Deferred loan costs, net of
amortization                            $11,037      $  3,831
Loans to Ascent                          10,500          -
Equity investment in Wynco,
 net of  distributions                    3,939          -
Other                                    19,547         9,780
                                        $45,023       $13,611



                                       Years Ended December 31,
                                     1999      1998      1997
Research and development
 expense                         $40,168     $36,034*   $32,068
Depreciation    expense          $25,633     $22,941    $21,591
Amortization  expense            $24,785     $15,179    $ 9,317
Interest cost incurred           $39,499     $26,357    $18,988

Other income (expense), net:
      Interest income            $ 1,538     $   757    $   519
     Foreign exchange
       losses, net                  (134)       (895)      (726)
     Amortization of debt costs   (1,643)     (1,240)      (397)
     Litigation/insurance
      settlements                  1,000         670         -
     Income from joint venture
      carried at equity            1,131          -          -
       Other,   net                 (442)        308         37
                                 $ 1,450     $  (400)   $  (567)


*  Includes write-off of purchased in-process R&D related to  Cox
acquisition. (See Note 3.)

Supplemental cash flow information:

                                     1999      1998      1997
   Cash paid for interest
    (net of amount capitalized)    $32,284   $25,078   $19,193
   Cash paid for income taxes (net
     of refunds)                   $11,766   $10,175   $   221

   Other noncash operating
     activities:

   Interest accretion on
     convertible notes             $3,824   $   -     $   -
   Undistributed earnings
     of equity subsidiary             762       -      -
   Write down of AAHD
     facility assets (see Note 5)   1,592       -         -
   Purchased in-process research
     and development                  -       2,081       -
                                   $6,178    $2,081    $  -

   Other noncash investing
     activities:

   Fair value of assets acquired $262,044  $255,121   $44,029
   Liabilities                     50,704    33,950       -
   Cash paid                      211,340   221,171    44,029
   Less cash acquired                6,059      502       -

   Net cash paid                 $205,281  $220,669   $44,029

21.   Information  Concerning Business  Segments  and  Geographic
Operations:

      In  1998  the  Company  adopted  SFAS  131.  The  Company's
reportable   segments   are  the  five  decentralized   divisions
described  in Note 1, (i.e. IPD, FCD, USPD, AHD, and AAHD).  Each
division  has  a  president and operates in a  distinct  business
and/or  geographic area. Segment data for 1997 has been  restated
to present the required information.

      The  accounting policies of the segments are generally  the
same as those described in the "Summary of Significant Accounting
Policies."   Segment   data   includes  immaterial   intersegment
revenues.  No customer accounts for more than 10% of consolidated
revenues.

      The  operations  of  each segment are  evaluated  based  on
earnings  before interest and taxes (operating income). Corporate
expenses  and  certain  other expenses  or  income  not  directly
attributable  to  the  segments are not  allocated.  Eliminations
include  intersegment sales. Geographic revenues represent  sales
to  third parties by country in which the selling legal entity is
domiciled.  Operating  assets directly attributable  to  business
segments  are  included  in  identifiable  assets  (i.e.  sum  of
accounts   receivable,  inventories,  net  property,  plant   and
equipment and net intangible assets). Cash, prepaid expenses, and
other  corporate  and  non  allocated  assets  are  included   in
unallocated.  For geographic reporting long lived assets  include
net property, plant and equipment and net intangibles.

                                                     Depre-
                                                     ciation
                                         Identi-     and       Capital
                    Total     Operating  fiable      Amorti-   Expendi-
                    Revenue   Income     Assets      zation    tures
1999
Business segments:
 IPD                $303,253  $35,562     $579,005   $22,750   $14,233
 USPD                197,301   16,562      201,198     7,618     7,433
 FCD                  60,806   23,131       72,535     5,904     5,367
 AHD (c)             159,461   38,113      199,937     8,853     4,184
 AAHD                 16,051  (2,464)(a)    20,593     1,071       593
 Unallocated            -     (15,274)      86,998     4,222     1,925
 Eliminations        (4,429)    (278)        -          -          -

                    $732,443(c)$95,352(c)$1,160,266(c)$50,418   $33,735
1998
Business segments:
 IPD                $193,106  $ 7,971(b)  $379,217   $11,460   $14,913
 USPD                178,785   11,061      209,243     8,063     6,807
 FCD                  53,048   17,526       85,409     5,301     3,643
 AHD                 166,343   37,800      151,000     8,578     2,864
 AAHD                 18,963    3,623       19,850     1,044       815
 Unallocated            -     (12,695)      64,217     3,674     2,336
 Eliminations        (5,661)    (290)       -           -         -
                    $604,584  $64,996     $908,936   $38,120   $31,378

1997
Business segments:
 IPD                $134,075  $10,975     $134,679   $ 6,525   $16,430
 USPD                155,381    4,057      211,096     8,355     4,703
 FCD                  38,664    9,442       74,672     4,634     1,621
 AHD                 158,428   32,023      139,367     7,279     3,028
 AAHD                 15,283    2,764       19,494     1,110       151
 Unallocated            -     (12,225)      52,558     3,005     1,850
 Eliminations        (1,543)     (138)      -           -         -
                    $500,288  $46,898     $631,866   $30,908   $27,783

 (a)1999 AAHD includes management actions - See Note 5.
 (b)  1998 IPD operating income includes one-time charges ($3,600)
    related to the acquisition of Cox Pharmaceuticals.


Geographic Information
                                                    Long-lived
                          Revenues             Identifiable Assets
                  1999      1998     1997    1999     1998      1997

United States   $363,487  $338,487 $294,772 $210,886 $196,745  $205,188

Norway          79,984     86,019   91,760   80,596  85,719    86,384
Denmark         45,909     52,565   53,624   58,811  57,144    55,795
United Kingdom  124,282    73,258    8,961  190,733 196,669       -
Germany         52,646     11,690    7,790  148,696     394       398
Other foreign
 (primarily
 Europe)        66,135(c)  42,565   43,381   43,649  23,170     1,611

              $732,443(c)  $604,584 $500,288 $733,371 $559,841 $349,376

(c)  1999  is  restated. (See Note 2B.) Restatement only  affects
     AHD.  Segment information: amounts as previously reported  -
     AHD  revenue  -  $169,194, AHD operating income  -  $42,272,
     identifiable  assets  -  $204,188,  geographic   information
     other foreign revenues - $75,868.

22.Selected Quarterly Financial Data (unaudited):
(1999 quarters restated see Note 2B.)

                                     Quarter
                                                                   Total
As Reported         First      Second       Third       Fourth      Year
1999
Total revenue     $156,759  $163,839     $203,131     $218,447    $742,176

Gross profit      $68,392   $73,811      $94,293      $107,790    $344,286

Net income         $7,436    $7,772      $11,263      $13,080     $39,551
                                         (b)          (b)

Earnings per
  common share:

 Basic(a)            $.27      $.28         $.41         $.46       $1.43
 Diluted             $.27      $.28         $.38         $.41       $1.34
                                     Quarter
                                                                   Total
As Restated         First      Second       Third       Fourth      Year
1999
Total revenue     $155,949  $162,217     $199,829     $214,448    $732,443

Gross profit      $68,008   $73,160      $92,857      $106,102    $340,127

Net income         $7,198    $7,368      $10,373      $12,033(b)  $36,972
                                         (b)

Earnings per
  common share:

 Basic(a)            $.26      $.27         $.38         $.42       $1.33
 Diluted             $.26      $.26         $.35         $.38       $1.27


1998
Total revenue     $126,562  $139,513     $164,337     $174,172    $604,584

Gross profit       $53,417   $59,162      $66,695     $73,986     $253,260

Net income        $5,402      $2,305(c)    $7,551      $8,953     $24,211


Earnings per
common share:

 Basic(a)             $.21     $.09          $.30        $.34       $.95
 Diluted(d)           $.21     $.09          $.28        $.32       $.92


(a) The  sum  of  the  basic earnings per  share  for  the  four
    quarters  does  not  equal the total for  the  year  due  to
    rounding  for  1999 as reported and 1998.  The  sum  of  the
    diluted  earnings per share for the four quarters  does  not
    equal the total for the year due to rounding for the 1999 as
    restated.

(b) The third and fourth quarters of 1999 include charges of $575
    and  $1,600 pre tax, respectively, related to the closing  of
    the Company's AAHD facility. (See Note 5.)

(c) The  second  quarter  of  1998 results include  non-recurring
    charges  of  $3,600 pre-tax ($3,130 after tax)  or  $.12  per
    share related to the acquisition of Cox Pharmaceuticals. (See
    Note 3.)

(d)   The  sum  of the diluted earnings per share for  the  four
   quarters in 1998 does not equal the total for the year due to
   higher dilution in the third and fourth quarter calculations from
   the effect of the convertible debt using the if-converted method.
   The convertible debt was anti-dilutive for the year and therefore
   not included in the full year calculation.


23.  Subsequent Events

    The Company has executed a non-binding letter of intent with
respect to a business which, if purchased, would be material  to
the  operations and financial position of the Company and  which
would  require  funding in addition to that presently  available
under  the  Company's  banking arrangements.  There  can  be  no
assurance that such transaction will be consummated.


      In  November,  2000  two lawsuits were  filed  against  the
Company and certain of its executive officers alleging violations
of securities laws and seeking to recover damages on behalf of  a
class consisting of those persons and entities who purchased  the
Company's  common  stock between April 1999,  and  October  2000.
Publicly  available sources indicate that one or more  additional
lawsuits containing similar allegations may have been filed,  but
the  Company has not received or reviewed court documents in that
regard. The Company believes it has defenses to these allegations
and intends to engage in a vigorous defense.