A L LABORATORIES INC
10-Q, 1994-08-10
PHARMACEUTICAL PREPARATIONS
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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                            FORM 10-Q


      Quarterly Report Pursuant To Section 13 or 15 (d) of
               the Securities Exchange Act of 1934



For quarter ended                  Commission file number 1-8593
June 30, 1994

                    A. L. LABORATORIES, 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)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such requirements for
the past 90 days.


                   YES    X         NO       

     Indicate the number of shares outstanding of each of the
Registrant's classes of common stock as of August 4, 1994:

    Class A Common Stock, $.20 par value -- 13,349,278 shares;
    Class B Common Stock, $.20 par value --  8,226,562 shares.


<PAGE>
                    A. L. LABORATORIES, INC.

                              INDEX
                                   



                                                       Page No.


PART I.  FINANCIAL INFORMATION


   Item 1.  Financial Statements


     Consolidated Condensed Balance Sheet as of
     June 30, 1994 and December 31, 1993                   3    

     Consolidated Statement of Income for the
     Three and Six Months Ended June 30, 1994 
     and 1993                                              4

     Consolidated Condensed Statement of Cash
     Flows for the Six Months Ended June 30,
     1994 and 1993                                         5

     Notes to Consolidated Condensed Financial
     Statements                                            6-8 


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of 
            Operations                                     9-14   
     


PART II.  OTHER INFORMATION                               


   Item 4.  Submission of Matters to a Vote  
            of Security Holders                            15

     Signatures                                            16 

     Exhibit 11 - Computation of Earnings 
                   per Common Share                       17-18 

<PAGE>
                 A. L. LABORATORIES, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEET
                         (In thousands of dollars)

<TABLE>
<CAPTION>
                                               June 30,
                                                 1994        December 31,   
                                              (Unaudited)       1993                                                

ASSETS
<S>                                            <C>            <C>     
Current assets:
  Cash and cash equivalents                    $  6,676       $  8,420 
  Accounts receivable, net                       77,312         84,982 
  Inventories                                    82,053         77,829 
  Other                                           6,956          5,074 
     Total current assets                       172,997        176,305 

Property, plant and equipment, net              133,707        118,012 
Intangible assets                               113,731        115,445 
Other assets and deferred charges                12,242         13,440 

          Total assets                         $432,677       $423,202 
                                                =======        ======= 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt            $  9,560       $  8,035 
  Short-term debt                                61,365         55,518 
  Accounts payable and accrued liabilities       54,255         57,770 
  Accrued and deferred income taxes               4,090          3,534 
     Total current liabilities                  129,270        124,857 

Long-term debt                                   77,842         81,713 
Deferred income taxes                            23,797         23,311 
Other non-current liabilities                     9,798          8,490 

Stockholders' equity:
   Class A Common Stock                           2,719          2,714 
   Class B Common Stock                           1,646          1,646 
   Additional paid-in-capital                   111,891        111,473 
   Foreign currency translation                        
     adjustment                                   7,134          3,302 
   Retained earnings                             74,078         71,194 
   Treasury stock, at cost                       (5,498)        (5,498)
                                                                        
     Total stockholders' equity                 191,970        184,831 

          Total liabilities and 
           stockholders' equity                $432,677       $423,202 
                                                =======        ======= 
</TABLE>


                The accompanying notes are an integral part
            of the consolidated condensed financial statements.
<PAGE>
                   A. L. LABORATORIES, INC.
                     CONSOLIDATED STATEMENT OF INCOME
                                (Unaudited)
                   (In thousands, except per share data)

<TABLE>
                              Three Months Ended       Six Months Ended
                                    June 30,               June 30,     
                                1994       1993        1994        1993
<S>                           <C>         <C>        <C>         <C>
Total revenue                 $93,997     $81,753    $185,370    $159,541

   Cost of sales               58,265      48,351     114,591      93,091

Gross profit                   35,732      33,402      70,779      66,450

   Selling, general and
     administrative expenses   30,152      27,490      59,018      52,560

Operating income                5,580       5,912      11,761      13,890

   Interest expense            (1,850)     (1,649)     (3,666)     (3,255)

   Other, net                    (120)         13        ( 64)        169
 
Income before provision 
 for income taxes               3,610       4,276       8,031      10,804

   Provision for income taxes   1,440       1,737       3,204       4,348
 
Net income                    $ 2,170     $ 2,539    $  4,827    $  6,456

Average common shares 
 outstanding:

  Primary                      21,561      21,501      21,554      21,497

  Fully diluted                21,592      21,626      21,590      21,622

Earnings per common share:

  Primary                     $   .10     $   .12    $    .22    $    .30

  Fully diluted               $   .10     $   .12    $    .22    $    .30

Dividends per common share    $  .045     $  .045    $    .09    $    .09


</TABLE>




                The accompanying notes are an integral part
            of the consolidated condensed financial statements.<PAGE>
              
              A. L. LABORATORIES, INC. AND SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                       (In thousands of dollars)
                              (Unaudited)
<TABLE>
                                              Six Months Ended 
                                                   June 30,    
                                               1994       1993 
<S>                                         <C>        <C>
Operating Activities:
  Net income                                $  4,827   $  6,456 
  Adjustments to reconcile net
   income to net cash provided 
   by operating activities, principally
   depreciation and amortization              10,059      9,109 
  Changes in assets and liabilities,
   net of effects from business 
   acquisition:
     Decrease in accounts receivable           9,773      9,316  
     (Increase) in inventory                  (2,501)    (6,612)
     (Decrease)/increase in accounts
       payable and accrued expenses           (3,688)     2,194 
     Other                                      (542)    (3,689)
       Net cash provided by 
         operating activities                 17,928     16,774 

Investing Activities:
  Capital expenditures,net                   (20,345)    (7,844)
  Purchase of acquired business, net of
    cash acquired                                       (12,965)
  Acquisition of product line and other 
    intangibles                                          (4,006)
       Net cash used in investing 
         activities                          (20,345)   (24,815)

Financing Activities:
  Dividends paid                              (1,943)    (1,936)
  Net borrowings under lines of credit         4,546     (1,812)
  Proceeds from long-term debt                           13,000
  Reduction of long-term debt                 (2,666)    (1,434)
  Other, net                                     623        (36)     
       Net cash provided by
         financing activities                    560      7,782    
Exchange Rate Changes:
  Effect of exchange rate changes 
    on cash                                      576       (130) 
  Income tax effect of exchange rate
    changes on intercompany advances            (463)       264 
       Net cash flows from exchange 
         rate changes                            113        134  

Decrease in Cash                              (1,744)      (125)
Cash and cash equivalents at
  beginning of year                            8,420      5,569
Cash and cash equivalents at 
  end of period                             $  6,676   $  5,444
                                             =======    =======
</TABLE>
              The accompanying notes are an integral part
          of the consolidated condensed financial statements.

<PAGE>
1.  General

     The accompanying consolidated condensed financial statements
include all adjustments (consisting only of normal recurring
accruals) which are, in the opinion of management, considered
necessary for a fair presentation of the results for the periods
presented.  These financial statements should be read in
conjunction with the consolidated financial statements of
A. L. Laboratories, Inc. and Subsidiaries included in the Company's
1993 Annual Report on Form 10-K.  The reported results for the six
month period ended June 30, 1994 are not necessarily indicative of
the results to be expected for the full year.

2.  Inventories

     Inventories consist of the following:

                                   June 30,     December 31,
                                     1994           1993    

     Finished product             $43,444          $40,650
     Work-in-process               10,639           10,347
     Raw materials                 27,970           26,832
                                  $82,053          $77,829

3.   Supplemental Cash Flow Information:

                                   June 30,       June 30, 
                                     1994           1993    

     Cash paid for interest       $ 2,604         $  3,573
     Cash paid for taxes            3,477            5,508


4.   Planned Business Combination with A. L. Oslo

     In May 1994 the Company entered into an agreement with
Apothekernes Laboratorium A.S ("A.L. Oslo") to combine the
pharmaceutical, animal health, bulk antibiotic and aquatic animal
health businesses of A.L. Oslo ("Related Norwegian Businesses")
with the Company.  The agreement was unanimously approved by the
Board of Directors, following a recommendation by a Special
Committee of the Board consisting of the Directors elected by the
holders of the Class A shares.  The transaction will require
approval of the shareholders of both corporations, including a
majority of the outstanding A. L. Laboratories' Class A shares,
voting as a separate class.  In addition to shareholder approval,
the transaction is subject to a number of other conditions
including the approval of Norwegian governmental authorities and
acceptance of the exchange offer by holders of at least 90% of the
capital stock of A.L. Oslo.

     Prior to the consummation of the acquisition A.L. Oslo will
transfer the assets and liabilities of the Related Norwegian
Businesses into a new company ("New A.L. Oslo") in a transaction
called a demerger.  A demerger in Norway is similar to a spin-off
in the United States.  Each holder of A.L. Oslo shares will receive
shares of New A.L. Oslo on a pro-rata basis.

The agreement requires the Company to pay the shareholders of New
A.L. Oslo 170 million Norwegian Kroner ("NOK") and warrants to
purchase 3.6 million shares of A. L. Laboratories Class A Common
Stock.  The warrants will have an exercise price equal to 140% of
the average trading price prior to closing if the average price is
within a specified range.  The cash portion of the purchase price
has been adjusted from 170 to 160 million NOK as a result of a 10
million NOK dividend which was paid in June 1994.  (Using the
exchange rate at June 30, 1994, 160 million NOK equals
approximately $23,100.)

     The Company is required to account for the acquisition of all
of the outstanding New A.L. Oslo Shares as a transfer and exchange
between companies under common control.  Accordingly, the assets
and liabilities of New A.L. Oslo will be combined with the Company
at historical cost in a manner similar to a pooling-of-interests;
and the Company's historical financial statements will be restated
to reflect the combined results of operations, assets, liabilities
and net worth of the Company and the Related Norwegian Businesses. 
The payment of the cash purchase price will be reflected as a
reduction of combined equity when the Transactions are consummated.

     Commencing in 1992 and continuing through the first quarter of
1994 the Company paid fees to the Special Committee of the Board of
Directors and incurred costs for investment banking, legal and
other related services pertaining to the combination.  Due to the
fact that the combination was not reasonably assured prior to
reaching agreement these costs were expensed.  Upon reaching a
final agreement the Company has incurred and will continue to incur
an increased level of similar expenses relating to the combination.
<PAGE>
     The Company now believes the combination is reasonably assured
and accordingly has deferred combination costs commencing in the
second quarter of 1994.  Such costs will be charged to the combined
company as of the closing date.  If the combination is not
consummated such costs will be charged in the period the
combination is abandoned.  The following summarizes the combination
costs expensed and deferred in the periods presented:

                         Three Months         Six Months
                         Ended June 30,      Ended June 30,
                         1994      1993      1994      1993

Combination expenses:
     
     Expensed            $ --      $250      $500      $500

     Deferred            $900      $ --      $900      $ --

     The Company is presently preparing a proxy statement for
distribution to Class A shareholders which will announce a Special
Meeting (expected in September 1994) to vote on the Combination and
will include detail information on the Related Norwegian Businesses
and pro forma combined financial statements.

5.   Subsequent Events - Business Acquisition

     On July 21, 1994, the Company announced the acquisition of the
Wade Jones Company ("Wade Jones") headquartered in Lowell,
Arkansas.  Wade Jones is a major distributor of poultry animal
health products and also manufactures and blends certain animal
health products.

     The purchase agreement required a purchase price of
approximately $8,200 subject to adjustments based on actual
financial position on the closing date.  In addition, the agreement
provides for contingent payments based on future product approvals. 
The Company will account for the acquisition in accordance with the
purchase method.

     The purchase price was financed under an acquisition advance
note which bears interest at prime less 1/4% and is due on
October 31, 1994.

     Wade Jones sales for the fiscal year end October 3, 1993 were
approximately $25,900 and for the nine months ended June 30, 1994
were $19,500.<PAGE>
Item 2.   Management's Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations - Six Months Ended June 30, 1994

     Total revenue increased $25.8 million (16.2%) in the six
months ended June 30, 1994 compared to 1993.  Operating income in
1994 was $11.8 million, a decrease of $2.1 million, compared to
1993.  Net income was $4.8 million ($.22 per share fully diluted)
compared to $6.5 million ($.30 per share fully diluted) in 1993.

     Revenue increases in the U.S. Pharmaceutical Group ("USPG")
accounted for the majority of the overall revenue increase. 
Revenue increased in all units included in USPG with most of the
increase accounted for by sales of liquids by Barre National, Inc.
("Barre") and the manufacturing facility at Lincolnton, N.C.
("Lincolnton"), which was acquired in March 1993.  Sales of cough
and cold products, including products containing iodinated
glycerol, increased due to strong market demand and to a lesser
extent improved pricing.  Also contributing approximately $5.0
million to the increase in USPG's sales were products introduced in
late 1993, (Epinephrine Mist, and Clotrimazole Cream) and products
introduced in 1994 (Cimetidine HCL Oral Solution and Miconazole
Vaginal Suppositories).

     Revenue increased for Dumex Ltd. ("Dumex") due to increased
volume and relatively stable currency conditions in most European
markets.  Current pricing in European markets continues to be
regulated and suppressed by enacted legislation to lower
pharmaceutical costs in a number of markets.

     Animal Health and Bulk Antibiotic revenues increased due to
higher volume sales of the BMD antibiotic and products used in
combination with BMD both domestically and internationally.  In
addition sales volume of bulk pharmaceuticals and antibiotics
increased.  Offsetting the increases were lower revenues from sales
of fish vaccines for farm raised salmon due to a smaller overall
market than 1993 and increased competition.

     On a consolidated basis gross profit increased $4.3 million
while the gross margin percentage declined from 41.7% in 1993 to
38.2% in 1994.

     The overall decline in the gross margin percentage resulted
primarily from the impact of the USPG.  As previously stated the
USPG's revenues represented a majority of the revenue increase. 
Overall USPG gross margins are lower than both the Animal Health
and Bulk Antibiotic segment and Dumex gross margins.  The addition
of sales volume at lower than Company average gross margins has the
effect of lowering the overall gross margin percentage.

     USPG gross profits increased in amount but declined as a
percent of sales due primarily to continued production and
operating costs incurred to maintain regulatory compliance with
"Current Good Manufacturing Practices" ("CGMP").  Due to increased
production and sales volume, Barre accounted for the majority of
the increased in gross profit dollars and improved its margin
percentage.  NMC and Able Laboratories, Inc. however, continue to
incur regulatory costs, both direct and indirect, which had the
effect of lowering their gross profits.  Gross profits related to
the Lincolnton facility continue to be negatively affected by
unabsorbed overhead incurred in the six month period. 

     Overall, Animal Health gross margins were lower in percentage
and marginally lower in amount than 1993 as a result of lower
revenues from high margin fish vaccines, competition in the poultry
market which lowered prices, and an increase in volume of products
which have lower then the Company average gross margins.  Bulk
Antibiotic and Dumex gross margin percents declined minimally
primarily due to the mix of products sold.

     Operating expenses increased $6.5 million or 12.3% compared to
a 16.2% revenue increase.  The increases reflect higher selling
expense related to volume, higher research and development expenses
related to planned increases for various projects, and general and
administrative expense increases for personnel to support growth
and higher amortization of intangible assets.  In addition, the
Company continues to incur significant expenses to build an Oral
Health Care ("OHC") business.

     Operating income decreased $2.1 million due primarily to lower
operating income in the Animal Health Group resulting from lower
gross profit percentages and amounts and higher expenses primarily
for selling and R&D.  The pharmaceutical segment operating income
also declined due mainly to higher R&D expenses. 
 
     In the six months ended June 30, 1994 the OHC business, which
is included in the Pharmaceutical segment, continued to incur
expenses in excess of revenues.  However, on a comparative basis
the operating loss was approximately $.5 million improved compared
to the first half of 1993.

     Interest expense increased $.4 million due to increased debt
compared to the first half of 1993.

Results of Operations - Three Months Ended June 30, 1994

     Total revenue increased $12.2 million (15.0%) in the second
quarter of 1994 compared to 1993.  Operating income in 1994 was
$5.6 million, a decrease of $.3 million, compared to 1993.  Net
income was $2.2 million ($.10 per share fully diluted) compared to
$2.5 million ($.12 per share fully diluted) in 1993.

          Revenue in the U.S. Pharmaceutical Group ("USPG")
accounted for the majority of the increase.  Revenue from sales of
liquids by Barre National, Inc. ("Barre") including products
containing iodinated glycerol, increased due to market demand and
to a lesser extent improved pricing.  Contributing approximately
$3.5 million to the increase in USPG's sales were products
introduced in late 1993, (Epinephrine Mist, and Clotrimazole
Cream) and products introduced in 1994 (Cimetidine and Miconazole
Vaginal Suppositories).  In addition, sales by ParMed, a generic
distributor, increased due to generally increased demand for
generics and the introduction of other new generic products (not
manufactured by the Company).

     Revenue increased for Dumex Ltd. ("Dumex") due to increased
volume and relatively stable currency conditions in most European
markets.  Current pricing in European markets continues to be
regulated and suppressed by proposed and enacted legislation in a
number of markets.

     Animal Health and Bulk Antibiotic revenues increased primarily
due to volume of products used in combination with BMD both
domestically and internationally.  Partially offsetting the
increases were lower revenues due to lower prices of the BMD
antibiotic due to increased competition.

     On a consolidated basis gross profit increased $2.3 million
while the gross margin percentage declined from 40.9% in 1993 to
38.0% in 1994.

     The decline in the gross margin percentage resulted mainly
from lower gross profit dollars and gross margin percents occurring
in the Animal Health division due primarily to lower prices for the
BMD antibiotic in the Poultry market.  In addition, as previously
stated the USPG's revenues represented a majority of the revenue
increase.  Overall USPG gross margins are lower than both the
Animal Health and Bulk Antibiotic segment and Dumex gross margins. 
The addition of sales volume at lower than Company average gross
margins has the effect of lowering the overall gross margin
percentage.

     USPG gross profits increased significantly in amount and
declined marginally as a percent of sales.  Barre margins increased
in the second quarter due to leverage achieved due to volume
increases and sales of higher margin products.  NMC and Able
however, continue to incur substantial regulatory costs, both
direct and indirect, which had the effect of lowering their gross
profits.  Gross profits related to the Lincolnton facility continue
to be negatively affected by unabsorbed overhead incurred in the
second quarter. 

     Dumex gross margins percentages declined marginally due
primarily to the mix of products sold.

     Operating expenses increased $2.7 million or 9.7% compared to
a 15.0% revenue increase.  The increases reflect higher selling
expense related to volume and higher research and development
expenses related to planned increases for various projects.  In
addition, the Company continues to incur significant expenses to
build an Oral Health Care ("OHC") business.

     Operating income decreased $.3 million due primarily to lower
operating income in the Animal Health segment resulting from lower
gross profit amounts and percentages and higher expenses for
selling expenses and R&D projects.  Pharmaceutical operating income
increased on a comparative basis.  Pharmaceutical operating income
was positively impacted by the effects of higher volume and the
introduction of new products in the USPG.
 
     In the second quarter of 1994 the OHC business, which is
included in the Pharmaceutical segment, continued to incur expenses
in excess of revenues.  However, on a comparative basis the loss
was approximately $.5 million improved compared to the second
quarter of 1993.

     Interest expense increased $.2 million due to increased debt
compared to the second quarter of 1993.

Animal Health Business

     The Company's Animal Health division's principal product is
the BMD antibiotic.  In the first quarter and continuing to date
the competition has lowered prices for products which directly
compete with BMD to gain market share.  The Company has been
affected in that incentive programs to protect market share were
introduced in the second quarter which had the effect of increasing
volume and lowering prices in certain markets.  The Company
believes the competition and the programs instituted to meet the
competition may have the effect of lowering overall margins in
1994.  In addition, the Company believes that the programs
instituted may have moved some volume from the third to the second
quarter.

Governmental Actions affecting the Company
     
     The Company's operations are subject to regulation which
includes inspections of manufacturing facilities, requires
approvals to market products, and can result in the recall of
products and suspension of production.  In the United States the
Food and Drug Administration (FDA), has continued to impose more
stringent regulatory requirements on the pharmaceutical industry.

     The U.S. manufacturing companies included in the Company's
Pharmaceutical Segment, Barre, NMC, and Able, are affected in that
they are required to comply with the FDA's interpretation of CGMP. 
In this regard, Barre and Able are parties to separate consent
decrees with the FDA which define the specific standards they must
meet to comply with CGMP.  

     In 1994, regulatory compliance has continued to effect cost
directly by requiring the addition of personnel, programs and
capital and indirectly by adding activities without directly
increasing efficiency.  The costs both direct and indirect of
regulatory compliance (which have increased in recent years) are
expected to continue to increase in the future.

     In April 1993, Barre, ParMed and Able, together with all other
manufacturers and marketers, were requested by the FDA to
discontinue marketing products to treat respiratory congestion
which contain iodinated glycerol.  During the period May 1993 -
October 1993 the Company did not ship these products.  As a result
of the Company's support of its position to the FDA that these
products should remain on the market and the fact that the
innovator company was allowed to continue shipping, the Company
resumed marketing of these products on a limited basis in late
October 1993.

     In July 1994, the innovator company reached agreement with the
FDA for the orderly cessation of sales of these products.  The
Company has advised the FDA that it ceased the manufacture and
distribution of these products.

     In the first half of 1994 sales of iodinated glycerol products
significantly exceeded the corresponding period in 1993 and
reflected strong market demand (i.e. 1994 sales were approximately
3% of the Company's sales).  The prospective loss of sales of
iodinated glycerol will negatively impact the Company's future
operations.  Due to the Company's anticipation of the possible
cessation of sales and the FDA's current position allowing an
orderly cessation without recalls the current impact of the
discontinuance of iodinated glycerin products has been minimized
and is included in the results of operations.  Should the FDA
ultimately require a recall additional expense amounts would be
required.

     The iodinated glycerol products line was used to treat
respiratory congestion resulting from coughs and colds.  The
Company has a broad line of other cough and cold remedies which may
provide alternative therapies to the iodinated glycerol product
line.  The Company cannot predict the extent, if any, which the
alternative products will be substituted.
 
Planned Combination with the Related Businesses of A. L. Oslo

     In connection with the planned combination with the related
businesses of A. L. Oslo (See Note 4 to the condensed financial
statements), the Company expects to incur an impact on net income
of up to $3.0 million for investment banking, legal, accounting and
other transaction expenses and tax effects relating to the
combination to be incurred and recorded by the Company subsequent
to the signing of the agreement in May 1994.  Tax effects of the
combination will include the non-deductibility for tax purposes of
a majority of the expenses previously incurred or to be incurred to
complete the combination.  The Company is presently deferring such
expenses and will charge them to the combined Company on the
closing date.  The closing date is expected late in the third
quarter or early in the fourth quarter.
<PAGE>
Financial Condition

     Working capital at June 30, 1994 was $43.8 million compared to
$51.4 million at December 31, 1993.  The current ratio was 1.34 to
1 at June 30, 1994 compared to 1.41 to 1 at year end.  Long-term
debt to stockholders' equity was .41:1 at June 30, 1994 compared to
.44:1 at December 31, 1993. 

     The Company is presently considering its requirements for
long-term financing for both capital expenditures and acquisitions
including the acquisition of Wade Jones Company and the planned
combination with the related businesses of A. L. Oslo.  To finance
the acquisition of Wade Jones Company the Company has obtained
advance acquisition financing for $8.0 million.  (See Note 5 to the
consolidated condensed financial statements.)  The Company intends
to refinance and include this amount in the long-term financing the
Company is presently negotiating with financial institutions, both
domestic and foreign, to provide financing for the acquisition of
the related Norwegian businesses, additional acquisition lines and
a revolving line of credit.  The Company expects it will
successfully conclude the negotiations and will be able to obtain
the required long-term financing as needed.
<PAGE>
                   PART II.  OTHER INFORMATION

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  A. L. Laboratories, Inc. annual meeting was held on June 20,
     1994.

(b)  Proxies were solicited by A. L. Laboratories, Inc. and there
     was no solicitation in opposition to the nominees listed in
     the proxy statement.  All such nominees were elected to the
     classes indicated in the proxy statement pursuant to the vote
     of the stockholders.


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      11.  Computation of Earnings per Common Share for the three
and six months ended June 30, 1994 and 1993.

(b)   Reports on Form 8-K -- There were no reports on Form 8-K
filed during the six months ended June 30, 1994.


<PAGE>
 
                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                              A. L. LABORATORIES, INC.
                              (Registrant)






Date:  August 11, 1994        /s/ Jeffrey E. Smith            
                              Jeffrey E. Smith
                              Executive Vice President and
                              Chief Financial Officer
                         

<PAGE>
                                                       Exhibit 11


                    A. L. Laboratories, Inc.
            Computation of Earnings per Common Share
                    Primary and Fully Diluted
        (Dollars in thousands, except for per share data)


<TABLE>
                                                  Three Months Ended
                                                      June 30,          
                                                  1994         1993
<S>                                          <C>           <C>
Computation for Statement of Income

  Primary earnings per share:
   
  Net income                                 $     2,170    $     2,539
                                              ==========     ==========

    Average common shares outstanding         21,561,000     21,501,000
                                              ==========     ==========

    Earnings per common share - Primary            $0.10          $0.12
                                              ==========     ==========

  Fully diluted earnings per share:

      Net income                             $     2,170    $     2,539
                                              ==========     ==========

  Average common shares outstanding           21,561,000     21,501,000
  Additions:

    Dilutive effect of outstanding options
     determined by treasury stock method          30,794        125,324

                                              21,591,794     21,626,324
                                              ==========     ==========

  Earnings per common share - Fully diluted        $0.10          $0.12
                                              ==========     ========== 
</TABLE>
 <PAGE>
                                                                  Exhibit 11


                          A. L. Laboratories, Inc.
                  Computation of Earnings per Common Share
                          Primary and Fully Diluted
              (Dollars in thousands, except for per share data)


<TABLE>
                                                   Six Months Ended
                                                      June 30,         
                                                  1994         1993
<S>                                          <C>            <C>
Computation for Statement of Income

  Primary earnings per share:
   
  Net income                                 $     4,827    $     6,456
                                              ==========     ==========

    Average common shares outstanding         21,554,000     21,497,000
                                              ==========     ==========

    Earnings per common share - Primary            $0.22          $0.30
                                              ==========     ==========

  Fully diluted earnings per share:

      Net income                             $     4,827    $     6,456
                                              ==========     ==========

  Average common shares outstanding           21,554,000     21,497,000
  Additions:

    Dilutive effect of outstanding options
     determined by treasury stock method          35,772        125,324

                                              21,589,772     21,622,324
                                              ==========     ==========

  Earnings per common share - Fully diluted        $0.22          $0.30
                                              ==========     ========== 
</TABLE>  


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