AMENDMENT TO THE AMENDED AND RESTATED
                 CERTIFICATE OF INCORPORATION OF
                          ALPHARMA INC.


The  first  paragraph  of Article Fourth is  hereby  amended  and
restated in its entirety as follows:

FOURTH:   The total number of shares which the Corporation  shall
have  authority to issue shall be 80,500,000 shares, divided into
three  classes, namely: 500,000 shares of Preferred Stock of  the
par value of $1.00 per share; 65,000,000 shares of Class A Common
Stock of the par value of $.20 per share and 15,000,000 shares of
Class  B  Common Stock of the par value of $.20 per share.  There
shall  be  reserved from the shares of Class A  Common  Stock  so
authorized  a number of shares equal to the number of  shares  of
Class  A  Common Stock issuable upon the conversion in accordance
with  the terms of this Certificate of Incorporation of all  then
issued  Class  B Common Stock, and the shares of Class  A  Common
Stock  so  reserved  shall  be  issued  only  pursuant  to   such
conversion rights. Upon the conversion of any shares of  Class  B
Common  Stock into Class A Common Stock, the shares  of  Class  B
Common  Stock  surrendered for conversion  shall  revert  to  and
become authorized but unissued shares of Class B Common Stock.