December 31, 1995

Mr. George Barrett
922 Rolandvue Avenue
Baltimore, Maryland 21204

Dear George:

As you know, your employment agreement with our organization
(dated August 6, 1990, the "Employment Agreement") expires on
December 31, 1995.  Therefore, I am sending you this letter which
contains the terms under which we are pleased to offer you the
position of President of the U.S. Pharmaceuticals Division
("USPD") and Vice-President of ALPHARMA INC. (the "Company")
beginning on January 1, 1996.  This position, as you know, is
headquartered in Baltimore, Maryland and reports directly to me.
The material terms of this position are as follows:

     1. Your base salary for 1996 is $290,000.  Your base salary
     will be reviewed for adjustment per Company policy as it
     exists at that time.
     
     2. You will be considered for an annual cash bonus each
     year.  In your position, you are eligible for a bonus of up
     to 40% of your base salary based on the overall performance
     of the Company, the performance of USPD, and your individual
     performance and contribution.
     
     3. You will continue to be eligible to receive stock options
     under the  terms of the Company's Stock Option Plan.  Under
     the present provisions of the Plan,  (a) options granted
     become exercisable at 25% of the total granted, one, two,
     three and four years from grant; (b) the  purchase price is
     the market price at the date of grant; (c) options expire
     ten years after grant and are normally granted in the spring
     of each year, based on the performance of your respective
     division, the overall performance of the Company and your
     individual performance and contribution.
     
     4. You will continue to participate in the USPD automobile
     plan for officers pursuant to the terms of such plan.
     
     5. You will be entitled to 4 weeks  vacation per year.
     
     6. You will receive a taxable annual $3000 allowance for tax
     and/or financial planning and tax return preparation.
     
     7. You understand that your employment is at will.  If your
     services are terminated because of a change in top
     management, the Company or your division being acquired or
     reorganized, or for any other reasons other than cause, you
     will be paid one year's base salary with fringe benefits in
     a manner best suited for the Company.
     
     8. Additionally, you will continue to participate in all
     programs established for employees of the USPD, including:
     
          (a) Medical/dental/temporary disability/life benefits
          (through the Barre-National Inc. subsidiary, "Barre"),
          in accordance with such plans, as may be amended from
          time to time.
          
          (b) The ALPHARMA INC. Pension Plan (currently
          covering the first $150,000 of base salary) as
          well as the ALPHARMA INC. Supplemental Pension
          Plan (currently covering base salary amounts above
          $150,000 up to a cap of $235,000) fully paid by
          the Company.
          
          (c) A Stock Purchase Plan in which employees can
          elect up to four percent of salary for the
          purchase ALPHARMA stock.  The Company will match
          25% of the employee's contribution.
          
          (d) A Savings Plan to which the employee can save
          either on a pre and/or post tax basis and contribute up
          to 15% of base pay.  The Company provides a service-
          weighted match on the first 6% of employee
          contributions.
          
          (e) A long term disability program that pays 60% of
          your annual salary integrated with social security
          until age 70.  The premium is paid by Barre.
          
     9.  The Company hereby acknowledges that the 1990 Employment
     Agreement terminates on December 31, 1995.  In addition, the
     Company hereby waives its rights to enforce your compliance
     with Sections 2, 3, 5, 6 and 8 of the Employment Agreement
     provided that you execute and return the Company's standard
     form of Employee Agreement which is attached hereto as
     Exhibit 1.
     
I would appreciate your acknowledgment of the terms herein by
signing both copies of this letter where indicated and return one
original signed document to Beth P. Hecht, Corporate Counsel.

Sincerely,



Einar W. Sissener
Chief Executive Officer and
Chairman of the Board of Directors

          
               Agreed and Accepted:
               
               __________________________
               George Barrett
               


Date:____________