A L PHARMA INC
10-Q, 1995-11-13
PHARMACEUTICAL PREPARATIONS
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                          Page 5 of 22

               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
September 30, 1995

                          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)

      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 November 1, 1995:

    Class A Common Stock, $.20 par value -- 13,424,119 shares;
    Class B Common Stock, $.20 par value --  8,226,562 shares.

                          ALPHARMA INC.
                              INDEX
                         ______________

                                                       Page No.


PART I.  FINANCIAL INFORMATION

   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheet as of
     September 30, 1995 and December 31, 1994              3

     Consolidated Statement of Income for the
     Three and Nine Months Ended September 30, 1995
     and 1994                                              4

     Consolidated Condensed Statement of Cash
     Flows for the Nine Months Ended September 30,
     1995 and 1994                                         5

     Notes to Consolidated Condensed Financial
     Statements                                           6-9


   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                   11-18

PART II.  OTHER INFORMATION


     Item 6. Exhibits and reports on Form 8-K             19

       Signatures                                         20

     Exhibit 11 - Computation of Earnings
                  per Common Share                       21-22
   
              ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED BALANCE SHEET
                    (In thousands of dollars)

                                        September 30,
                                            1995      December 31,
                                        (Unaudited)       1994
ASSETS
Current assets:
  Cash and cash equivalents               $  8,673    $ 15,512
  Accounts receivable, net                 121,364     119,084
  Inventories                              113,226     106,297
  Other                                     11,193       9,606
     Total current assets                  254,456     250,499

Property, plant and equipment, net         209,669     202,903
Intangible assets                          127,570     128,758
Other assets and deferred charges           11,335      10,158
          Total assets                    $603,030    $592,318

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt       $  5,593    $ 13,288
  Short-term debt                           58,264      61,196
  Accounts payable and accrued liabilities  73,014      77,804
  Accrued and deferred income taxes          7,747       2,362
     Total current liabilities             144,618     154,650

Long-term debt                             219,638     220,036
Deferred income taxes                       28,249      27,528
Other non-current liabilities                9,691       8,816

Stockholders' equity:
   Class A Common Stock                      2,736       2,724
   Class B Common Stock                      1,646       1,646
   Additional paid-in-capital              119,832     118,833
   Foreign currency translation
     adjustment                             16,635       8,125
   Retained earnings                        65,690      55,482
   Treasury stock, at cost                 (5,705)      (5,522)
     Total stockholders' equity           200,834      181,288

          Total liabilities and
           stockholders' equity           $603,030    $592,318

           The accompanying notes are an integral part
       of the consolidated condensed financial statements.


                      ALPHARMA INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF INCOME
                                (Unaudited)
                   (In thousands, except per share data)

                              Three Months Ended       Nine Months Ended
                                 September 30,           September 30,
                                1995       1994        1995       1994

Total revenue                $132,375     $117,438     $382,272   $335,776

   Cost of sales               80,252       69,177      225,056    196,781

Gross profit                   52,123       48,261      157,216    138,995

   Selling, general and
     administrative expenses   37,061       38,351      118,931    112,182

Operating income               15,062        9,910       38,285     26,813

   Interest expense            (5,605)      (3,739)     (16,864)   (10,587)
   Other income (expense),
      net                         366          316         (215)       494

Income before provision
 for income taxes               9,823        6,487       21,206     16,720

   Provision for income taxes   3,654        2,482        8,058      6,357

Net  income                   $ 6,169      $ 4,005    $  13,148   $ 10,363

Average common shares
 outstanding:
  Primary                      21,640       21,576       21,624     21,562
   Fully  diluted              22,012       21,633       21,996     21,619

Earnings per common share:

  Primary                    $   .29     $   .19     $    .61   $    .48

   Fully diluted             $   .28     $   .19    $     .60   $    .48

Dividends per common share   $  .045     $  .045    $    .135  $    .135

                The accompanying notes are an integral part
            of the consolidated condensed financial statements.


                      ALPHARMA INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                         (In thousands of dollars)
                                (Unaudited)

                                                Nine Months Ended
                                                   September 30,
                                               1995             1994
Operating Activities:
  Net income                                $ 13,148         $  10,363
  Adjustments to reconcile net
   income to net cash provided
   by operating activities, principally
   depreciation and amortization              24,662            21,137
  Changes in assets and liabilities,
   net of effects from business
   acquisition:
     Decrease in accounts receivable           1,891               320
     (Increase) in inventory                  (3,161)          (12,885)
     Increase/(Decrease) in accounts
       payable and accrued expenses           (7,781)            6,632
     Other                                     2,546              (346)
       Net cash provided by
         operating activities                 31,305            25,221

Investing Activities:
  Capital expenditures, net                  (17,298)          (33,395)
  Purchase of business and intangibles,
     net of cash acquired                     (3,000)           (7,599)
  Unexpended industrial revenue bond proceeds                   (2,834)
     Net cash used in investing
         activities                          (20,298)          (43,828)

Financing Activities:
  Dividends paid                              (2,940)           (2,916)
  Net borrowings under lines of credit        (4,951)           22,665
  Proceeds from long-term debt                                   8,700
  Reduction of long-term debt                (12,247)          (16,004)
  Cash transfers between A.L. Oslo and
     A.L. Industrier                                             4,991
  Other, net                                   1,696            (1,117)
          Net cash used by
        financing activities                 (18,442)           16,319
Exchange Rate Changes:
  Effect of exchange rate changes
    on cash                                    1,328             1,238
  Income tax effect of exchange rate
    changes on intercompany advances
(732)         (809)
     Net cash flows from exchange
               rate changes                      596               429

Decrease in Cash                              (6,839)           (1,859)
Cash and cash equivalents at
  beginning of year                           15,512            11,647
Cash and cash equivalents at
  end of period                             $  8,673          $  9,788

The accompanying notes are an integral part of the consolidated condensed
financial statements.

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 present       
ation of the results for the periods presented. These financial  
statements should be read in conjunction with the consolidated financial 
statements of ALPHARMA INC. and Subsidiaries   (formerly   A.L.    Pharma
Inc.) included in the Company's 1994 Annual Report on Form 10-K. The reported
results for  the  nine  month period ended September 30, 1995  are  not 
necessarily indicative of the results  to  be  expected for the full year.

2.   Acquisition of A.L. Oslo and Restatement

       As  reported  in  the  Company's  1994  Form  10-K,  on  October  3,
1994    the   Company   completed   the   acquisition   of   the    Related
Norwegian    Human    Pharmaceutical   and   Animal    Health    Businesses
("A.L. Oslo") of its controlling shareholder, A.L. Industrier AS.

       The  Company  was  required  to  account  for  the  acquisition   of
A.L.   Oslo   as   a   transfer  and  exchange  between   companies   under
common   control.    Accordingly,  the   accounts   of   A.L.   Oslo   were
combined  with  the  Company  at  historical  cost  in  a  manner   similar
to   a   pooling-of-interests  and  the  Company's   financial   statements
for   all   periods   prior  to  December  31,  1994   were   restated   to
include A.L. Oslo.
       The  results  of  operations  as  reported  in  the  Company's  Form
10-Q   for   the  quarter  and  nine  months  ended  September   30,   1994
were restated as follows:
                                   Three Months   Nine Months
                                      Ended          Ended

     Total revenue
       September 30, 1994 Form 10-Q  $101,180       $286,550
       A.L. Oslo                       19,476         61,170
       Eliminations (a)                (3,218)       (11,944)
          Restated September 30, 1994$117,438       $335,776

     Net income
       September 30, 1994 Form 10-Q    $3,241         $8,068
       A.L. Oslo                          658          2,437
       Eliminations (a)                   106           (142)
         Restated September 30, 1994   $4,005        $10,363

          (a)Prior to the combination there were transactions
          between  the Company and A.L. Oslo such  as  sales,
          commissions and license fees.  As a result  of  the
          combination  such transactions became  intercompany
          and have been eliminated.

3.   Business and Product Acquisition:

      In  July 1994, the Company acquired the Wade Jones  Company
Inc.  ("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.

      Had the acquisition of Wade Jones occurred as of January 1,
1994 pro forma revenues would have been approximately  $348,000
for  the nine month period ended September 30, 1994.  There would
have been no material effect on net income or earnings per share.

     The foregoing pro forma information is presented in response
to  applicable accounting rules relating to business acquisitions
and  is not necessarily indicative of results of operations  that
would  have  been reported had the acquisition been completed  at
the beginning of 1994.

      In  August  1995,  the  Company acquired  a  company  whose
principal  asset  was a New Animal Drug Application  for  a  feed
additive  used  in  the treatment and prevention  of  respiratory
diseases  in  swine.  The acquisition will be  accounted  for  in
accordance with the purchase method.  The cost was $3,000.

4.   Post Combination Management Actions 1994 and 1995

      In  December  1994,  the  Company  announced  a  number  of
management  actions which included staff reductions, and  certain
product  line  and facilities rationalizations as  a  first  step
toward realizing combination synergies and maximizing the overall
position  of  the  newly combined Company.   As  a  part  of  the
December  1994  management  actions,  the  Company  committed  to
discontinuing  research  and  development  related   to   colonic
delivery  of drugs and disposing of the resultant equity position
and  certain  other  rights in the R & D company  performing  the
research.

       In September  1995,  the  Company  announced  additional
management  actions which continue the process begun in  December
1994.  The actions announced in September 1995 will span both the
third  and fourth quarters of 1995 and include elimination of  up
to   130   positions   company-wide,   further   efforts   toward
consolidation of operations in the Company's U.S. Pharmaceuticals
Division,  the  utilization of substantial  consulting  resources
focused  primarily  on  accelerating the realization  of  certain
combination   benefits   in  the  International   Pharmaceuticals
Division  and  the  sale  in September  of  its  minority  equity
position and certain other rights in the R & D company.

      The net effect of the additional management actions for the
three  and  nine  months  ended September  30,  1995  was  a  net
reduction  of  selling,  general and administrative  expenses  of
$2,829  resulting from the income received on  the  sale  of  the
equity  position in the R & D company and certain  other  product
rights  ($6,463) net of expenses for the other management actions
($3,634).   The  expenses  of the other management  actions  were
$2,831  for  consulting services and $803 for  severance  for  67
employees in the IPD and USPD.

5.   Inventories

     Inventories consist of the following:

                                 September 30,  December 31,
                                     1995           1994

     Finished product               $62,293          $60,443
     Work-in-process                 17,149           14,075
     Raw materials                   33,784           31,779
                                   $113,226         $106,297

6.   Supplemental Cash Flow Information:

                                 September 30,  September 30,
                                     1995           1994

Cash paid for interest             $14,965          $6,310
Cash paid for taxes                 $4,351          $4,949


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

Results of Operations - Nine Months Ended September 30, 1995

      Total  revenue increased $46.5 million (13.8%) in the  nine
months  ended  September 30, 1995 compared  to  1994.   Operating
income  in 1995 was $38.3 million, an increase of $11.5  million,
compared  to 1994.  Net income was $13.1 million ($.60 per  share
fully  diluted) compared to $10.4 million ($.48 per  share  fully
diluted)  in  1994.   Net  income  in  1995  includes  income  of
approximately  $1.8  million ($.08 per share)  related  to  post-
combination management actions.  (Described in a separate section
of  this report.)  The Company operates in two business segments,
Human Pharmaceuticals and Animal Health.

     The Human Pharmaceuticals Segment ("HPS") accounted for more
than   half   of   the   consolidated  revenue   increase.    The
International Pharmaceuticals Division ("IPD") accounted for  the
major   portion  of  the  HPS  revenue  increase.   IPD  revenues
increased  due to volume growth in Northern Europe and Indonesia,
the  translation of sales in Norwegian Kroner ("NOK") and  Danish
Kroner  ("DKK")  into the U.S. Dollar and, to  a  lesser  extent,
selected  price increases where permitted. Current pricing  in  a
number  of  European  markets  continues  to  be  suppressed   by
legislation enacted to contain pharmaceutical costs. Sales by the
Fine   Chemicals  Division  ("FCD")  of  bulk  antibiotics   were
approximately  the  same  as  in 1994  in  local  currencies  but
increased when translated into U.S. Dollars.

      Revenues  increased  in  the U.S. Pharmaceuticals  Division
("USPD") due to volume increases in the third quarter, some price
increases  achieved  on certain products and  sales  of  products
introduced  in  late  1994  including  Cimetidine  HCL  Solution,
Clobetasol  Cream  and Ointment, Clemastine  Fumerate  Syrup  and
Miconazole  Vaginal  Suppositories. The  revenue  increases  were
substantially offset by a decline in the volume in the first half
of  1995 of cough and cold products due to an unusually mild  flu
season,  as  well  as  the discontinuance of products  containing
iodinated glycerol in July of 1994.

      Animal Health Segment revenues increased primarily  due  to
the acquisition of the Wade Jones Company, Inc. in July 1994.  In
addition,  revenue  increases  were  recorded  due  to  sales  of
products   made  pursuant  to  a  poultry  products  distribution
agreement  signed in July 1994 with Merck AgVet.  Offsetting  the
increases,  sales  volume  of  BMDr  to  the  swine  market   was
negatively impacted by adverse economic conditions experienced by
pork  producers.  The Aquatic Animal Health Division's  sales  of
fish  vaccines were lower than 1994 due to changes in the  timing
of   vaccination  practices  by  fish  producers  and   increased
competition in the Norwegian salmon farming market.

     On a consolidated basis gross profit increased $18.2 million
and  the  gross margin percent decreased marginally to  41.1%  in
1995 compared to 41.4% in 1994.

      Gross profit dollars in the HPS accounted for a substantial
amount  of  the  dollar  increase due to increased  sales  volume
(especially  by  the  IPD), the effect of  translation  of  gross
profits  in DKK and NOK into U.S. Dollars for both IPD and  to  a
lesser extent, FCD, and selected price increases. Gross profit in
dollars  for  USPD  increased primarily due to new  products  and
selected  price increases partially offset by the elimination  of
sales  of  high margin iodinated glycerol products.  As a  result
gross  profit  percentages  remained approximately  the  same  in
percent.   USPD  continues  to be affected  by  positive  factors
including higher value-added new products and raw material  price
stability   which  are  offset  by  negative  factors   including
continued  high  production  and  operating  costs  to   maintain
compliance  with "Current Good Manufacturing Practices"  ("CGMP")
and lower than budgeted volume in certain plants in part due to a
mild flu season which results in unabsorbed overhead.

      Gross profit dollars in the Animal Health Segment increased
at a rate less than the sales increase.  The gross profit percent
declined  due to sales increases attributable to the  Wade  Jones
Company,  Inc.,  a distributor to the poultry market,  and  sales
made  pursuant  to a poultry product distribution agreement  with
Merck AgVet.  The composition of Animal Health Division sales has
changed  with  the addition of these two distribution  businesses
which have lower gross margins.  In addition, gross profits  were
negatively affected due to lower volume of high gross margin fish
vaccine sales.

      Operating  expenses on a consolidated basis increased  $6.7
million or  6.0% compared to the 13.8% revenue increase.
Operating  expenses  in  1995  include  a  $2.8  million  benefit
resulting  from post-combination management actions announced  in
September  1995.   (Described  in  a  separate  section  of  this
report.)   Without the benefit of the post combination management
actions, operating expenses would have increased by $9.5  million
or  8.5%.   Operating expenses increased due to variable  selling
expense  increases, additional research and development expenses,
the  acquisition of the Wade Jones Company, Inc. in July 1994 and
the effect of translating NOK and DKK expenses into U.S. Dollars.
In  addition, the first nine months of 1994 included $.5  million
of  expenses related to the combination with A.L. Oslo which  was
consummated in October 1994.

      Operating  income increased $11.5 million  primarily  as  a
result of increased sales volume, the positive effect of the post
combination management actions recorded in the third quarter  and
net  price increases.  Operating income as a percentage of  sales
increased to 10.0% from 8.0% due to lower operating expenses as a
percent  of sales and the positive effect of the post-combination
management actions.

Results of Operations - Three Months Ended September 30, 1995

      Total revenue increased $14.9 million (12.7%) in the  three
months  ended  September 30, 1995 compared  to  1994.   Operating
income  in  1995 was $15.1 million, an increase of $5.2  million,
compared  to 1994.  Net income was $6.2 million ($.28  per  share
fully  diluted)  compared to $4.0 million ($.19 per  share  fully
diluted)  in  1994.   Net  income  in  1995  includes  income  of
approximately  $1.8  million ($.08 per share)  related  to  post-
combination management actions.  (Described in a separate section
of this report.)

      The  HPS  accounted for more than half of the  consolidated
revenue  increase.   The  IPD and FCD accounted  for  over  fifty
percent of the HPS revenue increase.  IPD revenues increased  due
to  volume growth in Northern Europe and Indonesia.  Sales by the
FCD  of  bulk  antibiotics increased due to  higher  volumes  for
Polymyxin  and Amphotericin B.  Both IPD and FCD sales  increased
due to the translation of sales in NOK and DKK into U.S. Dollars.

      Revenues in the USPD increased due to an increase in volume
of  a  number of products including cough and cold products which
in  the  first  half  of  1995 were lower than  the  prior  year.
Offsetting  the  volume  increases  relative  to  1994  was   the
elimination  of  sales of products containing iodinated  glycerol
which  were  discontinued in July 1994.  Due to  competitive  and
industry  conditions net prices of certain products were  reduced
in  the  third  quarter which offset a portion  of  the  positive
effect of price increases implemented earlier in 1995.

      The  Animal Health Segment accounted for less than half  of
the  consolidated revenue increase.  The Animal  Health  Division
Revenue increases were primarily due to increased volume  of  BMD
sold  to  the poultry market offset to some degree by  lower  BMD
sales  to the swine market.  The Aquatic Animal Health Division's
sales of fish vaccines were higher than in 1994 due to changes in
the timing of vaccination practices by fish producers.

      On a consolidated basis gross profit increased $3.9 million
and  the  gross margin percent declined to 39.4% in 1995 compared
to 41.1% in 1994.

      The  gross profit percent decline is primarily attributable
to  the  USPD  and  the  nature of the US generic  pharmaceutical
industry. USPD gross profits in dollars and percent declined  due
to  the  elimination  of sales of high margin iodinated  glycerol
products  and  the  substitution of products  which  carry  lower
margins  including  certain cough and cold  products.   Sales  of
products introduced in 1994 and 1995 in the third quarter of 1995
were  approximately the same as the prior period (which  included
the   introduction  of  1994  new  products).   Because  of   the
competitive  nature  of  the generic industry  net  prices  (i.e.
prices  less  promotional  adjustments)   trend  lower  as   more
producers  enter the market and as more products are  sold  under
contract.  Additionally third quarter operations relative to 1994
were  less  efficient  and generated higher variances  and  other
costs. Gross profit dollars for the IPD and the FCD increased  at
a rate commensurate with sales and margins remained constant.

      Gross  profit  dollars and percentage in the Animal  Health
Segment   increased  relative  to  1994.   Both  periods  include
operations related to the Wade Jones Company and the distribution
agreement  with  Merck AgVet which carry lower margins  and  have
previous  to  this  quarter resulted in  lower  aggregate  margin
percentages  on a comparative basis.  Higher BMD  sales  in  1995
increased the margin on a comparative basis.  In addition,  gross
profits were positively affected due to increased volume of  high
gross margin fish vaccine sales.

      Operating  expenses on a consolidated basis decreased  $1.3
million compared to a 12.7% revenue increase.  Operating expenses
in  1995  include  a  $2.8 million benefit resulting  from  post-
combination  management  actions  announced  in  September  1995.
(Described  in a separate section of this report.)   Without  the
benefit  of  the  post combination management actions,  operating
expenses would have increased by $1.5 million or 4.0%.  Operating
expenses  increased  due to additional research  and  development
expenses, the acquisition of the Wade Jones Company, Inc. in July
1994 and the effect of translating NOK and DKK expenses into U.S.
Dollars.

      Operating  income  increased $5.2 million  primarily  as  a
result  of the positive effect of the post combination management
actions recorded in the third quarter and increased sales volume.
Operating income as a percentage of sales increased to 11.4% from
8.4%  due  to lower operating expenses as a percent of sales  and
the positive effect of the post-combination management actions.

Interest Expense and Other, Net

     Interest expense increased $6.3 million and $1.9 million for
the  nine  and  three  month periods ended  September  30,  1995,
respectively,  due  to increased debt levels resulting  from  the
acquisition  of  A.L.  Oslo in October  1994,  increased  capital
expenditures in 1994, the acquisition of the Wade Jones  Company,
Inc. in July 1994, and increased working capital requirements  to
support  sales  increases.  Additionally,  interest  rates   have
generally  increased  relative to 1994.   Comparability  is  also
affected  in  that  the Company restated the 1994  financials  to
reflect  the  acquisition of A.L. Oslo in a manner similar  to  a
pooling of interests.  The restated nine months and three  months
ended  September  30,  1994 do not include  interest  expense  on
either  the cash consideration or actual transaction costs  which
would have been incurred had the acquisition taken place in prior
periods.   The Company estimates that interest expense calculated
on  a comparable basis in 1994 would have been approximately $1.6
million  and  $.5  million higher for the nine  and  three  month
periods, respectively.

      Other income (expense), net for the nine month period ended
September  30,  1995  includes net foreign  exchange  transaction
losses   of   approximately  $.8  million  resulting   from   the
translation  of non-functional currency receivables net  of  non-
functional   currency  payables  and  forward  foreign   exchange
contracts.   The losses were primarily recorded by the  Company's
subsidiaries in Norway and Denmark in the first quarter  of  1995
and  primarily  relate to sales denominated in  currencies  (i.e.
U.S. Dollar, Swedish Kroner, British Pound and Portuguese Escudo)
which depreciated significantly in the first quarter compared  to
the NOK and DKK.

Post Combination Management Actions in 1994 and 1995

      In  December  1994,  the  Company  announced  a  number  of
management  actions which included staff reductions, and  certain
product  line  and facilities rationalizations as  a  first  step
toward realizing combination synergies and maximizing the overall
position  of  the  newly combined Company.   As  a  part  of  the
December   1994  management  actions,  the  company  discontinued
funding  research  projects relating to the colonic  delivery  of
drugs and committed to disposing of the resultant equity interest
in the R & D company performing the research.

       In   September  1995,  the  Company  announced  additional
management  actions which continue the process begun in  December
1994.  The actions announced in September 1995 will span both the
third  and fourth quarters of 1995 and include elimination of  up
to 130 positions company-wide, further efforts toward
consolidation of operations in the Company's U.S. Pharmaceuticals
Division,  the  utilization of substantial  consulting  resources
focused  primarily  on  accelerating the realization  of  certain
combination   benefits   in  the  International   Pharmaceuticals
Division  and  the  sale  in September  of  its  minority  equity
position and certain other rights in the R & D company.

      The net effect of the additional management actions for the
third quarter and nine months ended September 30, 1995 was a  net
benefit   to  pre-tax  income  of  approximately  $  2.8  million
resulting  from  the income received on the sale  of  the  equity
position  in  the R & D Company and certain other product  rights
($6.5  million) net of expenses for the other management  actions
($3.7  million).   The expenses of the other  management  actions
were  $2.9 million for consulting services, and $ .8 million  for
severance  for 67 employees in the IPD and USPD.  The net  effect
on   net   income  of  the  additional  management  actions   was
approximately $1.8 million ($.08 per share fully diluted).

      In  addition, announced management actions related  to  the
USPD  include  a plan to transfer all suppository and  cream  and
ointment production from two present locations to the Lincolnton,
N.C.  location.   The transfer of prescription products  requires
the  Company  to obtain the approval of the FDA for each  product
transferred.  The entire process is expected to take from  18  to
24  months.   The  process however, may take longer  due  to  the
required FDA approval.  The Company cannot predict with certainty
FDA timing or approval.  Because of the time necessary to achieve
the transfer the Company has instituted a retention program which
assures each employee a retention payment if the employee remains
employed until terminated by the Company.  If the employee leaves
of  their own accord no payment is made.  The Company will accrue
the  estimated retention payment over the period which  employees
are  expected  to  be employed.  If all affected  employees  stay
until  termination  the company estimates the retention  payments
will total approximately $2.0 million.

      As  part of the post-combination management actions in 1994
the  Company provided for the exiting of the U.S. tablet business
by  the  most probable exit plan (i.e. sale).  However,  if  such
exit  by  sale  should fail to be consummated, an adjustment  for
additional future costs (including severance for tablet  business
employees) could be required.

       The  December  1994  post-combination  management  actions
included severing certain employees. As a result of the personnel
actions, the Company believes that approximately $ 3.6 million of
annual  payroll  and payroll related costs have been  eliminated.
In the nine months ended September 30, 1995 the Company estimates
approximately  three  quarters of the annual  cost  savings  were
achieved.

      The  additional management actions initiated in  the  third
quarter  of  1995  include consulting expenses and  severance  of
certain  employees.  In the fourth quarter of 1995 these  actions
will  continue  and  the  Company  expects  to  incur  additional
consulting  and  severance costs.  The Company believes  that  by
year-end  the net effect of the 1995 management actions will  not
be material to the full year results.

      The  Company is continuing to study other opportunities  to
rationalize  personnel functions and operations, both selectively
and  on  a  location  basis, and accordingly, similar  management
actions may be initiated in the future.

Governmental Actions Affecting the Company

      The  Company's operations in all countries are  subject  to
comprehensive government regulation which includes inspection  of
and controls over manufacturing and quality control practices and
procedures, 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 imposed
more  stringent  regulatory requirements  on  the  pharmaceutical
industry in recent years.

      The  U.S. manufacturing companies included in the Company's
U.S.  Pharmaceuticals Division, Barre National,  Inc.  ("Barre"),
NMC  Laboratories,  Inc.  ("NMC"), and  Able  Laboratories,  Inc.
("Able"),   are   affected  by  the  more  demanding   regulatory
environment  in that they are required to comply with  the  FDA's
interpretation of Current Good Manufacturing Practices  ("CGMP").
In  this  regard, Barre and Able are parties to separate  consent
decrees  with  the FDA which define the specific  standards  they
must achieve in meeting CGMP.

       Regulatory  compliance  has  continued  to  affect   costs
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
actions  taken with regard to regulatory compliance  (which  have
increased  in  recent  years) may continue  to  increase  in  the
future.

      In  July  1994,  the  Company ceased  the  manufacture  and
marketing  of  products  which contain  iodinated  glycerol.  The
cessation was the result of an industry wide prohibition  on  the
continued sale of such products by the FDA.

      Iodinated glycerol products represented approximately 2% of
the Company's full year 1994 sales and the loss of sales of these
products   in   1995  has  negatively  impacted   the   Company's
operations.

      The Company and its subsidiaries have filed applications to
market  products with regulatory agencies both in  the  U.S.  and
internationally.   The timing of receipt of  approvals  of  these
applications  can  significantly  increase  future  revenues  and
income.  The  Company  cannot control or  predict  with  accuracy
whether such applications will be approved or the timing of their
approval.

European Operations

      The  fluctuations  of  European currencies  have  and  will
continue  to  impact  the  Company's  European  operations  which
comprised  approximately  35%  of  revenues  in  the  year  ended
December  31, 1994.  In addition, many European governments  have
enacted  or  are in the process of enacting mechanisms  aimed  at
lowering the cost of pharmaceuticals.  Currency fluctuations  and
governmental actions to reduce or not allow increases  of  prices
have   affected  revenue.   The  Company  cannot  predict  future
currency  fluctuations or future governmental pricing actions  or
their impact on the Company's results.

Financial Condition

      Working  capital at September 30, 1995 was  $109.8  million
compared  to  $95.8  million at December 31, 1994.   The  current
ratio was 1.76 to 1 at September 30, 1995 compared to 1.62  to  1
at  year end.  Long-term debt to stockholders' equity was  1.09:1
at September 30, 1995 compared to 1.21:1 at December 31, 1994.

      All  balance  sheet captions increased as of September  30,
1995  compared  to  December 31, 1994  in  U.S.  Dollars  as  the
functional   currencies  of  the  Company's   principal   foreign
subsidiaries, the NOK and DKK, appreciated versus the U.S. Dollar
in   the  nine  months  of  1995  by  approximately  8%  and  9%,
respectively.  The increases do impact to some degree  the  above
mentioned  ratios.   The  approximate increase  due  to  currency
translation  of  selected captions was: accounts receivable  $4.1
million,  inventories $4.2 million, accounts payable and  accrued
expenses  $3.0  million,  and  total  stockholders'  equity  $8.5
million.
                  PART II.  OTHER INFORMATION


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

          11.   Computation of Earnings per Common Share for  the
          three  and  nine months ended September  30,  1995  and
          1994.

(b)  Reports  on  Form 8-K -- A report on Form 8-K was  filed  on
     October  16,  1995 relating to the listing of  warrants  for
     trading on the New York Stock Exchange.

                           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.

                              ALPHARMA INC.
                              (Registrant)






Date:     November 10, 1995            /s/ Jeffrey E. Smith
                                       Jeffrey E. Smith
                                       Vice President, Finance and
                                       Chief Financial Officer


                                                       Exhibit 11

                          ALPHARMA INC.
            Computation of Earnings per Common Share
                    Primary and Fully Diluted
        (Dollars in thousands, except for per share data)



                                                  Three Months Ended
                                                     September 30,            

                                                   1995          1994
Computation for Statement of Income

  Primary earnings per share:

  Net income                                 $     6,169    $     4,005
                                              ==========     ==========

    Average common shares outstanding         21,640,000     21,576,000
                                              ==========     ==========

    Earnings per common share - Primary            $0.29          $0.19
                                              ==========     ==========

  Fully diluted earnings per share:

      Net income                             $     6,169    $     4,005
                                              ==========     ==========

  Average common shares outstanding           21,640,000     21,576,000
  Additions:

Dilutive effect of outstanding warrants
   determined by treasury stock method           213,000

     Dilutive effect of outstanding options
        determined by treasury stock method      159,315         56,830

                                              22,012,315     21,632,830
                                              ==========      ==========

  Earnings per common share - Fully diluted        $0.28          $0.19
                                              ==========     ==========

                                                                  Exhibit 11


                                ALPHARMA INC.
                  Computation of Earnings per Common Share
                          Primary and Fully Diluted
              (Dollars in thousands, except for per share data)



                                                   Nine Months Ended
                                                     September 30,
                                                  1995           1994
Computation for Statement of Income

  Primary earnings per share:

  Net income                                 $    13,148    $    10,363
                                              ==========     ==========

    Average common shares outstanding         21,624,000     21,562,000
                                              ==========     ==========

    Earnings per common share - Primary            $0.61          $0.48
                                              ==========     ==========

  Fully diluted earnings per share:

      Net income                             $    13,148    $    10,363
                                              ==========     ==========

  Average common shares outstanding           21,624,000     21,562,000
  Additions:

    Dilutive effective of outstanding warrants
       determined by treasury stock method       213,000

    Dilutive effect of outstanding options
       determined by treasury stock method       159,315         56,830

                                              21,996,315      21,618,830
                                              ==========      ==========

  Earnings per common share - Fully diluted        $0.60          $0.48
                                              ==========     ==========


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<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS                   9-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1995             DEC-31-1995             DEC-31-1995
<PERIOD-END>                               SEP-30-1995             SEP-30-1994             SEP-30-1995             SEP-30-1994
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<OTHER-EXPENSES>                                 37061                   38351                  118931                  112182
<LOSS-PROVISION>                                     0                       0                       0                       0
<INTEREST-EXPENSE>                              (5605)                  (3739)                 (16864)                 (10587)
<INCOME-PRETAX>                                   9823                    6487                   21206                   16720
<INCOME-TAX>                                      3654                    2482                    8058                    6357
<INCOME-CONTINUING>                                  0                       0                       0                       0
<DISCONTINUED>                                       0                       0                       0                       0
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