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March 14, 1996


Mr. Einar W. Sissener
ALPHARMA AS
Harbitzalleen 3
Postboks 158 Skoyen
N-0212 Oslo, Norway

Dear Einar:

This letter agreement will delineate the material terms of your
employment by ALPHARMA INC. ("AL") and its subsidiaries
(together, the "Worldwide Group") which became effective January
1, 1996 and shall continue in effect through termination of your
employment, subject only to such changes as may heretofore be
approved by the Board of Directors of AL.  Following the
recommendation by the Compensation Committee and approval by the
Board of Directors of AL at its March 14,1996 meeting, the terms
of your employment are as follows:

          1.   You will serve as Chairman and Chief Executive
               Officer of ALPHARMA INC., and have general
               managerial or oversight responsibility with
               respect to each of the companies in the Worldwide
               Group.  Without limiting the foregoing, you will
               also serve as President and Chief Executive
               Officer of ALPHARMA AS ("AL Oslo") and Chairman
               and Chief Executive Officer of ALPHARMA U.S., INC.
               ("AL-US") and have the responsibilities of those
               positions.

          2.   You agree, if elected, to serve as a director of
               AL and AL Oslo and as a director or in such other
               positions to which you are or may be elected by
               the boards of directors of the various other
               companies of Worldwide Group.  For example, you
               are currently serving as a director and chairman
               of Dumex.

          3.   Your  base salary for 1996 shall be $450,000
               effective January 1, 1996.  A portion of your base
               salary shall be paid by AL Oslo at the rate of
               100,000 Nok per month.  The balance shall be paid
               in $U.S. by AL  in approximately equal semi-
               monthly installments (or as otherwise paid to
               senior executives).  The amount of each
               installment of base salary paid by AL shall be
               determined by subtracting the amount to be paid by
               AL Oslo from the base salary using the Nok/$U.S.
               exchange rate in effect on March 15, 1996.  No
               adjustment shall be made as a result of changes in
               such exchange rate throughout the year.  Your base
               salary includes compensation for your services as
               a director of any of the companies in the
               Worldwide Group, and you will not receive
               additional compensation for such services. Your
               base salary will be reviewed annually by the
               Compensation Committee for adjustment, subject to
               Board approval, as of January 1, 1997 and each
               subsequent year.

          4.   You will be considered for an annual cash bonus
               each year.  You are eligible for a bonus of up to
               100% of your base salary based on the overall
               performance of the Worldwide Group and your
               individual performance and contribution.  The
               annual bonus recommendation will be made by the
               Compensation Committee and will be subject to
               approval by the Board of Directors.

          5.   Although your residence is in Norway, you are
               required to maintain offices at each of the
               corporate headquarters in Oslo and Fort Lee.  You
               will be expected to be personally present at the
               corporate offices in Fort Lee and elsewhere in the
               United States for significant amounts of time as
               required to perform your responsibilities.
               Accordingly, AL agrees to provide appropriate
               accommodations and transportation for you when you
               are in the New York metropolitan area and to
               reimburse you for other reasonable travel expenses
               incurred in carrying out your responsibilities in
               the United States.  Other reasonable travel
               expenses will be reimbursed by the appropriate
               company in the Worldwide Group in accordance with
               normal corporate policies applicable to senior
               executive officers.  AL agrees to provide you with
               assistance with your tax and/or financial planning
               and tax return preparation.

          6.   You will continue to participate in all employee
               benefit programs that have been available to
               senior executives of AL Oslo on the same basis as
               other senior executives of that company including:

               a.   Life insurance;
               b.   Disability insurance program;
               c.   Pension plan;
               d.   Health and medical insurance;  and
               e.   Paid holidays and vacation.

          7.   You will not participate in the retirement or
               savings plans or other benefits provided by AL or
               AL-US primarily for employees of AL or AL-US and
               certain subsidiaries of AL-US, other than (i)
               those described above in this letter agreement,
               (ii) the Stock Purchase Plan and the Deferred
               Compensation Plan (at your election), (iii) the
               Stock Option Plan (if options are granted to you)
               and (iv) as otherwise specifically approved by the
               Compensation Committee.
          
          8.   The term of your employment hereunder will
               continue until the annual meeting of AL's
               stockholders to be held in 1999, subject to
               earlier termination as provided in paragraph 9.

          9.   Your employment hereunder may be terminated by you
               or AL on thirty days written notice provided that
               if your employment is terminated by AL without
               good cause, then you shall be entitled to continue
               to receive your then current base salary payable
               during each of the twelve months following such
               termination (or such lesser number of months
               remaining until the annual meeting of AL's
               stockholders in 1999).  If you do not continue to
               be elected to the offices set forth in paragraph 1
               for any reason other than good cause, such failure
               shall be deemed to be a termination of employment
               by AL and you shall be entitled to the salary
               continuation provided in the prior sentence.
               "Good cause" shall mean the willful failure (or
               inability as a result of disability) to carry out
               your responsibilities continuing for thirty days
               after notice from the Board of Directors of AL or
               committing any unlawful or improper act which
               materially and adversely affects AL.  This
               provision supersedes the provisions in the August
               10, 1972 agreement with AL Oslo relating to
               payments to you in the event of the termination of
               your employment.

          10.  For ten years (the "Consulting Period") following
               the 1999 annual meeting of AL's stockholders (or
               if your employment is earlier terminated by AL
               other than for good cause, following the cessation
               of base salary payments as provided in paragraph
               9), you agree to provide consulting services to
               management of AL in consideration of monthly
               payments to you of $4,500.00 (subject to
               adjustment as provided below), plus payment of
               your reasonable expenses incurred in performing
               such services.  The monthly amount specified in
               the prior sentence shall be adjusted as of each
               June (beginning with the June 1999 payment) by
               multiplying $4,500 by the result derived by
               dividing (i) the Consumer Price Index - All
               Metropolitan Areas (or most similar index then
               published) published under authority of the United
               States government ("CPI") for the December
               preceding such June by (ii) the CPI for December
               1996.  Such consulting services shall be provided
               at mutually agreeable times as reasonably
               requested by management of AL provided that,
               unless you otherwise consent, such services shall
               be rendered in Oslo, Norway and you shall not be
               required to provide such services on more than
               three days in any one month and further provided
               that you shall not be required to provide
               consulting services hereunder during any period of
               disability.  Payment of the consulting fees to you
               under this paragraph 11 shall be in addition to
               and shall not limit or affect the receipt by you
               during the Consulting Period of fees for services
               as a director of AL or any other company in the
               Worldwide Group or any payment to which you are
               entitled under any retirement, pension, savings or
               other benefit plan of AL-Oslo or any other company
               in the Worldwide Group.

If the foregoing accurately reflects the terms of your employment
by AL and the Worldwide Group, please sign both copies of this
letter where indicated and return one original signed document to
my attention.

                                   Sincerely,



                                   Thomas G. Gibian
                                   Chairman of the
                                   Compensation Committee


The foregoing accurately reflects
my understanding:



_______________________  Date:__________
Einar W. Sissener