SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                  ____________________________


                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                         ________________


        Date of Report (Date of earliest event reported):
                        October 30, 2000

                          Alpharma Inc.


     (Exact name of registrant as specified in its charter)

        Delaware            1-8593            22-2095212
                          (State or other    (Commission    (IRS
Employer
     jurisdiction of      File Number)       Identification
     incorporation)                          No.)


         One Executive Drive, Fort Lee, New Jersey 07024
       (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code
                         (201) 947-7774


                         Not Applicable
        ________________________________________________
        (Former name or former address, if changed since
                          last report)

Item 5.   Other Events


As  a  part of a press release issued on October 30, 2000,  which
among other matters announced a restatement of certain previously
issued financial statements, the Company attached as reported and
as  restated income statements and condensed balance  sheets  for
each  of the first three fiscal quarters of 1999, the year  ended
December 31, 1999 and the first two fiscal quarters of 2000.  The
Company  intends  to amend all affected reports previously  filed
under  the  Securities  and Exchange Act  of  1934,  as  soon  as
practical.

Copies  of  this attachment to the press release have been  filed
with  this  current report on Form 8-K as Exhibit  99.1  and  are
incorporated herein by reference.

Item 9.   Regulation FD Disclosures

On   October  30,  2000,  the  Company  issued  a  press  release
announcing   third  quarter  2000  earnings   and   the   planned
restatement  of its financial statements for 1999 and  the  first
and second quarters of 2000.

Copies  of  the press release (without the attachments  described
under Item 5 and filed as Exhibit 99.1) have been filed with this
current  report on Form 8-K as Exhibit 99.2 and are  incorporated
herein by reference.


Item  7.    Financial Statements, Pro Forma Financial Information
and Exhibits

(c)  Exhibits

     Exhibits       Exhibit Description

     99.1 Certain financial information relating to a restatement of
                    the Company's financial statements.

     99.2           Press Release dated October 30, 2000 (without
                    the material attached as Exhibit 99.1)


                           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 hereunto duly authorized.


                              Alpharma Inc.




                              By:  /s/Jeffrey E. Smith
                                   Jeffrey E. Smith
                                   Executive Vice President and
                                   Chief Financial Officer


Date:     October 31, 2000