ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT

On February 27, 2006, the Compensation Committee (the "Committee") of the Board of Directors of Alpharma Inc. (the "Company") approved the annual base salaries for 2006, the payment of bonuses for 2005 under the Executive Bonus Plan and the award of equity related incentives under the Company's 2003 Omnibus Incentive Compensation Plan to the Company's Named Executive Officers (which officers were determined by reference to the Company's Proxy Statement, dated May 20, 2005). It is anticipated that the same officers will be the Named Executive Officers in the Company's Proxy Statement related to the 2006 Annual Meeting of Stockholders

The Committee has sought to meet the objectives of its compensation philosophy by making compensation decisions and recommendations for executive officers and other key personnel in a manner which: (1) provides overall compensation that is competitive in its ability to attract and retain highly qualified personnel; (2) relates compensation to the degree to which the Company (and/or the specific business unit in which an executive has responsibility) attains its annual financial performance targets; (3) rewards excellent individual performance and teamwork, with consideration for specific projects completed or adverse conditions overcome to achieve results; and (4) provides an incentive to contribute to the long-term growth of the Company's business and stockholder value. In making compensation recommendations, the Committee is mindful of Section 162(m) of the Internal Revenue Code of 1986, as amended, and consults with tax advisors as necessary to minimize any nondeductible compensation under Section 162(m).

The following table sets forth the annual base salary levels of the Company's Named Executive Officers.

1. Excludes an estimate of the US dollar equivalent (approximately $20,000) of certain benefits received by Ms. Wiik in Norwegian Kroner which had been classified as salary in previous years.

The Committee made the above decisions on Base Salaries pursuant compensation philosophy set forth above. All 2006 base salaries for the Named Executive Officers are unchanged from 2005 base salaries.

2005 Executive Bonus Plan

In March of 2005, the Committee set various company-wide and divisional targets for income from operations and cash flow from operations for use in connection with the Executive Bonus Plan. In addition target awards under the Executive Bonus Plan were established for each Named Executive Officer (100% of base salary for Ms. Wiik and 50% of base salary for all other Named Executive Officers).

In considering awards, the Committee used the compensation philosophy set forth above and the following factors. With respect to Ms. Wiik, her award reflects the Committee's assessment of overall Company performance and achievement of her individual objectives as measured against her target award. With respect to all of the other Named Executive Officers, the Company's financial performance against the targets established in March 2005 was used as a measurement to fund a pool available for the Committee to pay bonus awards to said Named Executive Officers and to other executives of the Company. Individual awards are measured against each Officer's target award based upon his or her performance against individual objectives and specific goals given to him or her during 2005; also giving consideration to the overall level of funding available in bonus pool..

The following table sets forth cash payments to the Named Executive Officers in respect of the fiscal year ended December 31, 2005:

The Committee made the following awards under the Company's 2003 Omnibus Incentive Compensation Plan using the compensation philosophy set forth above and giving recognition to the increased market value of the Company's Class A Common Stock when compared to the date at which awards were given under this Plan during 2005.

(1) The Committee did not make an award to Ms. Wiik under this Plan in recognition of her previously announced intent to retire.

__________________________________

The Company intends to provide additional information regarding compensation of the Named Executive Officers in respect of and during the year ended December 31, 2005, in the proxy statement for the Company's 2006 Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission in April of 2006.

SIGNATURE

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 duly authorized.

Date: March 3, 2006