<PAGE>
 
             As filed with the Securities and Exchange Commission
                               on June 22, 1995

                             Registration No. 33-

- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           -------------------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933
                           -------------------------
 
                               A.L. PHARMA INC.
            (Exact Name of Registrant as Specified in Its Charter)
                           -------------------------

        Delaware                                         22-2095212
(State or Other Jurisdiction of               (IRS Employer Identification No.)
        Incorporation)
                           ------------------------- 

One Executive Drive, P.O. Box 1399, Fort Lee, New Jersey  07024
(Address of Principal Executive Offices)                (Zip Code)

                           -------------------------

               A.L. PHARMA INC. 1983 INCENTIVE STOCK OPTION PLAN
                           (Full Title of the Plan)

                           ------------------------- 

                                 Beth P. Hecht
                        Corporate Counsel and Secretary
                               A.L. Pharma Inc.
                              One Executive Drive
                          Fort Lee, New Jersey 07024
                                (201) 947-7774
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
                           ------------------------- 

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
                                           Proposed    Proposed                
                                           Maximum      Maximum                
                              Amount to    Offering    Aggregate    Amount of  
Title of Securities              be       Price Per    Offering    Registration
to be Registered             Registered   Share (1)    Price (1)        Fee    
- --------------------------  ------------  ----------  -----------  -------------
<S>                         <C>           <C>         <C>          <C> 
Class A Common Stock, par    1,000,000      $17.31    $17,312,500     $5,972.81
 value $.20 per share (the     shares
 "Class A Common Stock")
================================================================================
</TABLE> 
(1) Computed on the basis of the price at which stock of the same class was
    sold on June 21, 1995, pursuant to Rule 457(h) of the Securities Act of
    1933, as amended, solely for the purpose of calculating the amount of the
    registration fee.
                           ------------------------- 
 
<PAGE>
 
                             AVAILABLE INFORMATION

     A.L. Pharma Inc., formerly known as A.L. Laboratories, Inc. (the "Company"
or the "Registrant"), is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at its regional offices at Citicorp Center, 300 West Madison
Street, Chicago, Illinois 60661, and Seven World Trade Center, New York, New
York 10048.  Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549. The Company's Class A Common Stock is listed on
the New York Stock Exchange, and copies of reports, proxy statements and other
information concerning the Company can be inspected at the offices of the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.  In addition,
certain of such materials are also available through the Commission's Electronic
Data Gathering and Retrieval System ("EDGAR").
<PAGE>
 
         PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1(b).  Securities to be Offered.
- ---------   ------------------------ 

     The Company hereby registers 1,000,000 shares of the Company's Class A
Common Stock, par value $.20 per share (the "Class A Common Stock"), in
connection with two amendments to the A.L. Pharma Inc. 1983 Incentive Stock
Option Plan (the "Plan").  The first amendment ("1993 Amendment") was approved
by the Company's stockholders at the Company's Annual Meeting of Stockholders on
May 19, 1993, and increased the number of shares of Class A Common Stock
available for grants under such Plan from 1,500,000 to 1,650,000 shares.  The
second amendment ("1995 Amendment") was approved by the Company's Stockholders
at the Company's Annual Meeting of Stockholders on June 7, 1995, and increased
the number of shares of Class A Common Stock available for grants under the plan
from 1,650,000 to 2,500,000.


         PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
- ------   --------------------------------------- 

     The Company previously registered under the Securities Act of 1933, as
amended (the "Securities Act"), an aggregate of 1,500,000 shares of Class A
Common Stock offered pursuant to the Plan pursuant to registration statements on
Form S-8 (the "Previous Registration Statements") filed with the Commission on
May 17, 1985 (Registration No. 2-97830), May 26, 1987 (Registration No. 33-
14625), April 19, 1989 (Registration No. 33-28221), and April 7, 1992
(Registration No. 33-46860).  The Previous Registration Statements are
incorporated in this Registration Statement by reference.  The registration
statement on Form 8-A filed with the Commission as of the date hereof
(Registration No. __________) is incorporated in this Registration Statement by
reference.  The Company's Annual Report on Form 10-K for the year ended December
31, 1994 filed by the Company with the Commission is incorporated in this
Registration Statement by reference.  All other reports filed by the Company
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of such
fiscal year are also incorporated in this Registration Statement by reference.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.

     Any statement contained in any document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement.  Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration Statement.

                                      -2-
<PAGE>
 
Item 4.  Description of Securities.
- ------   ------------------------- 

     The Company's authorized capital stock consists of (i) 40,000,000 shares of
Class A Stock, of which 13,397,622 shares were issued and outstanding as of May
31, 1995; (ii) 15,000,000 shares of Class B Stock, of which 8,226,562 shares
were issued and outstanding as of May 31, 1995, and (iii) 500,000 shares of
Preferred Stock, par value $1.00 per share, of which none were outstanding as of
May 31, 1995.


Item 5.  Interests of Named Experts and Counsel.
- ------   -------------------------------------- 

     The professional corporation of Glen E. Hess, who is an Assistant Secretary
and a Director of the Company, is a partner of Kirkland & Ellis, a law firm
which since 1978 has performed and continues to perform significant legal
services for the Company.


Item 8.  Exhibits.
- ------   -------- 

     See Exhibit Index.


Item 9.  Undertakings.
- ------   ------------ 

       (a)  Rule 415 offerings.
            ------------------ 

  The undersigned registrant hereby undertakes:

  (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

      (i) To include any prospectus required by Section 10(a)(3) of the
  Securities Act;

      (ii) To reflect in the prospectus any facts or events arising after the
  effective date of this Registration Statement (or the most recent post-
  effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in this
  Registration Statement;

      (iii)  To include any material information with respect to the plan of
  distribution not previously disclosed in this Registration Statement or any
  material change to such information in this Registration Statement;

                                      -3-
<PAGE>
 
  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

  (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

  (3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b)  Filings incorporating subsequent Exchange Act documents by reference.
     -------------------------------------------------------------------- 

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)  Filing of Registration Statement on Form S-8.
     -------------------------------------------- 

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -4-
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Fort Lee, State of New Jersey, on June 15, 1995.


                         A.L. PHARMA INC.


                         By:  /s/ Jeffrey E. Smith
                              ----------------------------------
                              Name:   Jeffrey E. Smith
                              Title:  Vice President, Finance
                                      and Chief Financial Officer


     Pursuant to the requirements of the Securities Act this Registration
Statement and power of attorney have been signed by the following persons in
the capacities and on the dates indicated.

     By his signature, each of the following persons authorizes Jeffrey E. Smith
and Beth P. Hecht or any of them, with full power of substitution, to execute
in his name and on his behalf, and to file any amendments (including, without
limitation, post-effective amendments) to this Registration Statement necessary
or advisable in the opinion of any of them to enable the Company to comply with
the Securities Act, and any rules, regulations and requirements of the
Commission thereunder, in connection with the registration of the additional
securities which are the subject of this Registration Statement.


Date:  June 15, 1995               /s/ Einar W. Sissener
                                   --------------------------------------------
                                   Einar W. Sissener
                                   Chairman, Director and Chief Executive
                                   Officer (Principal Executive Officer)

Date:  June 15, 1995               /s/ Jeffrey E. Smith
                                   --------------------------------------------
                                   Jeffrey E. Smith
                                   Vice President, Finance and Chief Financial
                                   Officer (Principal Financial Officer and
                                   Principal Accounting Officer)

                                      -5-
<PAGE>
 
Date:  June 7, 1995                /s/ James Balog
                                   --------------------------------------------
                                   James Balog
                                   Director, Chairman of Audit Committee

Date:  June 7, 1995                /s/ I. Roy Cohen
                                   --------------------------------------------
                                   I. Roy Cohen
                                   Director, Chairman of Executive Committee

Date:  June 7, 1995                /s/ Thomas G. Gibian
                                   --------------------------------------------
                                   Thomas G. Gibian
                                   Director, Chairman of Compensation
                                   Committee

Date:  June 7, 1995                /s/ Glen E. Hess
                                   --------------------------------------------
                                   Glen E. Hess
                                   Director

Date:  June 7, 1995                /s/ Gert W. Munthe
                                   --------------------------------------------
                                   Gert W. Munthe
                                   Director

Date:  June 7, 1995                /s/ Georg W. Sverdrup
                                   --------------------------------------------
                                   Georg W. Sverdrup
                                   Director

Date:  June 7, 1995                /s/ Erik G. Tandberg
                                   --------------------------------------------
                                   Erik G. Tandberg
                                   Director

Date:  June 7, 1995                /s/ Peter G. Tombros
                                   --------------------------------------------
                                   Peter G. Tombros
                                   Director

                                      -6-
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                 Sequentially
Exhibit Number                      Exhibit                      Numbered Page
- --------------  ---------------------------------------------  ----------------
<C>             <S>                                               <C>
       5        Opinion of Kirkland & Ellis re: legality of
                securities being registered

      23.1      Consent of Coopers & Lybrand L.L.P.

      23.2      Consent of Kirkland & Ellis (included in               --
                Exhibit 5)

      24        Power of Attorney (included on signature pages         --
                of this Registration Statement)

      99        A.L. Pharma Inc. 1983 Incentive Stock Option
                Plan, as amended
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18014}]
{"company-data": {"conformed-name": "A L PHARMA INC", "cik": "0000730469", "assigned-sic": "2834", "irs-number": "222095212", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60495", "film-number": "95548664"}, "business-address": {"street1": "ONE EXECUTIVE DR", "street2": "P O BOX 1399", "city": "FORT LEE", "state": "NJ", "zip": "07024", "phone": "2019477774"}, "former-company": {"former-conformed-name": "A L LABORATORIES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission
                               on June 22, 1995

                             Registration No. 33-

- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           -------------------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933
                           -------------------------
 
                               A.L. PHARMA INC.
            (Exact Name of Registrant as Specified in Its Charter)
                           -------------------------

        Delaware                                         22-2095212
(State or Other Jurisdiction of               (IRS Employer Identification No.)
        Incorporation)
                           ------------------------- 

One Executive Drive, P.O. Box 1399, Fort Lee, New Jersey  07024
(Address of Principal Executive Offices)                (Zip Code)

                           -------------------------

               A.L. PHARMA INC. 1983 INCENTIVE STOCK OPTION PLAN
                           (Full Title of the Plan)

                           ------------------------- 

                                 Beth P. Hecht
                        Corporate Counsel and Secretary
                               A.L. Pharma Inc.
                              One Executive Drive
                          Fort Lee, New Jersey 07024
                                (201) 947-7774
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
                           ------------------------- 

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                           Proposed    Proposed                
                                           Maximum      Maximum                
                              Amount to    Offering    Aggregate    Amount of  
Title of Securities              be       Price Per    Offering    Registration
to be Registered             Registered   Share (1)    Price (1)        Fee    
- --------------------------  ------------  ----------  -----------  -------------
Class A Common Stock, par    1,000,000      $17.31    $17,312,500     $5,972.81
 value $.20 per share (the     shares
 "Class A Common Stock")
================================================================================
(1) Computed on the basis of the price at which stock of the same class was
    sold on June 21, 1995, pursuant to Rule 457(h) of the Securities Act of
    1933, as amended, solely for the purpose of calculating the amount of the
    registration fee.
                           -------------------------
AVAILABLE INFORMATION

     A.L. Pharma Inc., formerly known as A.L. Laboratories, Inc. (the "Company"
or the "Registrant"), is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at its regional offices at Citicorp Center, 300 West Madison
Street, Chicago, Illinois 60661, and Seven World Trade Center, New York, New
York 10048.  Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549. The Company's Class A Common Stock is listed on
the New York Stock Exchange, and copies of reports, proxy statements and other
information concerning the Company can be inspected at the offices of the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.  In addition,
certain of such materials are also available through the Commission's Electronic
Data Gathering and Retrieval System ("EDGAR").
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1(b).  Securities to be Offered.
- ---------   ------------------------ 

     The Company hereby registers 1,000,000 shares of the Company's Class A
Common Stock, par value $.20 per share (the "Class A Common Stock"), in
connection with two amendments to the A.L. Pharma Inc. 1983 Incentive Stock
Option Plan (the "Plan").  The first amendment ("1993 Amendment") was approved
by the Company's stockholders at the Company's Annual Meeting of Stockholders on
May 19, 1993, and increased the number of shares of Class A Common Stock
available for grants under such Plan from 1,500,000 to 1,650,000 shares.  The
second amendment ("1995 Amendment") was approved by the Company's Stockholders
at the Company's Annual Meeting of Stockholders on June 7, 1995, and increased
the number of shares of Class A Common Stock available for grants under the plan
from 1,650,000 to 2,500,000.

         PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
- ------   --------------------------------------- 

     The Company previously registered under the Securities Act of 1933, as
amended (the "Securities Act"), an aggregate of 1,500,000 shares of Class A
Common Stock offered pursuant to the Plan pursuant to registration statements on
Form S-8 (the "Previous Registration Statements") filed with the Commission on
May 17, 1985 (Registration No. 2-97830), May 26, 1987 (Registration No. 33-
14625), April 19, 1989 (Registration No. 33-28221), and April 7, 1992
(Registration No. 33-46860).  The Previous Registration Statements are
incorporated in this Registration Statement by reference.  The registration
statement on Form 8-A filed with the Commission as of the date hereof
(Registration No. __________) is incorporated in this Registration Statement by
reference.  The Company's Annual Report on Form 10-K for the year ended December
31, 1994 filed by the Company with the Commission is incorporated in this
Registration Statement by reference.  All other reports filed by the Company
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of such
fiscal year are also incorporated in this Registration Statement by reference.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.

     Any statement contained in any document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement.  Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration Statement.

                                      -2-
Item 4.  Description of Securities.
- ------   ------------------------- 

     The Company's authorized capital stock consists of (i) 40,000,000 shares of
Class A Stock, of which 13,397,622 shares were issued and outstanding as of May
31, 1995; (ii) 15,000,000 shares of Class B Stock, of which 8,226,562 shares
were issued and outstanding as of May 31, 1995, and (iii) 500,000 shares of
Preferred Stock, par value $1.00 per share, of which none were outstanding as of
May 31, 1995.

Item 5.  Interests of Named Experts and Counsel.
- ------   -------------------------------------- 

     The professional corporation of Glen E. Hess, who is an Assistant Secretary
and a Director of the Company, is a partner of Kirkland & Ellis, a law firm
which since 1978 has performed and continues to perform significant legal
services for the Company.

Item 8.  Exhibits.
- ------   -------- 

     See Exhibit Index.

Item 9.  Undertakings.
- ------   ------------ 

       (a)  Rule 415 offerings.
            ------------------ 

  The undersigned registrant hereby undertakes:

  (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

      (i) To include any prospectus required by Section 10(a)(3) of the
  Securities Act;

      (ii) To reflect in the prospectus any facts or events arising after the
  effective date of this Registration Statement (or the most recent post-
  effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in this
  Registration Statement;

      (iii)  To include any material information with respect to the plan of
  distribution not previously disclosed in this Registration Statement or any
  material change to such information in this Registration Statement;

                                      -3-
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

  (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

  (3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b)  Filings incorporating subsequent Exchange Act documents by reference.
     -------------------------------------------------------------------- 

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)  Filing of Registration Statement on Form S-8.
     -------------------------------------------- 

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -4-
SIGNATURES

     Pursuant to the requirements of the Securities Act the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Fort Lee, State of New Jersey, on June 15, 1995.

                         A.L. PHARMA INC.

                         By:  /s/ Jeffrey E. Smith
                              ----------------------------------
                              Name:   Jeffrey E. Smith
                              Title:  Vice President, Finance
                                      and Chief Financial Officer

     Pursuant to the requirements of the Securities Act this Registration
Statement and power of attorney have been signed by the following persons in
the capacities and on the dates indicated.

     By his signature, each of the following persons authorizes Jeffrey E. Smith
and Beth P. Hecht or any of them, with full power of substitution, to execute
in his name and on his behalf, and to file any amendments (including, without
limitation, post-effective amendments) to this Registration Statement necessary
or advisable in the opinion of any of them to enable the Company to comply with
the Securities Act, and any rules, regulations and requirements of the
Commission thereunder, in connection with the registration of the additional
securities which are the subject of this Registration Statement.

Date:  June 15, 1995               /s/ Einar W. Sissener
                                   --------------------------------------------
                                   Einar W. Sissener
                                   Chairman, Director and Chief Executive
                                   Officer (Principal Executive Officer)

Date:  June 15, 1995               /s/ Jeffrey E. Smith
                                   --------------------------------------------
                                   Jeffrey E. Smith
                                   Vice President, Finance and Chief Financial
                                   Officer (Principal Financial Officer and
                                   Principal Accounting Officer)

                                      -5-
Date:  June 7, 1995                /s/ James Balog
                                   --------------------------------------------
                                   James Balog
                                   Director, Chairman of Audit Committee

Date:  June 7, 1995                /s/ I. Roy Cohen
                                   --------------------------------------------
                                   I. Roy Cohen
                                   Director, Chairman of Executive Committee

Date:  June 7, 1995                /s/ Thomas G. Gibian
                                   --------------------------------------------
                                   Thomas G. Gibian
                                   Director, Chairman of Compensation
                                   Committee

Date:  June 7, 1995                /s/ Glen E. Hess
                                   --------------------------------------------
                                   Glen E. Hess
                                   Director

Date:  June 7, 1995                /s/ Gert W. Munthe
                                   --------------------------------------------
                                   Gert W. Munthe
                                   Director

Date:  June 7, 1995                /s/ Georg W. Sverdrup
                                   --------------------------------------------
                                   Georg W. Sverdrup
                                   Director

Date:  June 7, 1995                /s/ Erik G. Tandberg
                                   --------------------------------------------
                                   Erik G. Tandberg
                                   Director

Date:  June 7, 1995                /s/ Peter G. Tombros
                                   --------------------------------------------
                                   Peter G. Tombros
                                   Director

                                      -6-
EXHIBIT INDEX
Sequentially
Exhibit Number                      Exhibit                      Numbered Page
- --------------  ---------------------------------------------  ----------------
5        Opinion of Kirkland & Ellis re: legality of
                securities being registered

      23.1      Consent of Coopers & Lybrand L.L.P.

      23.2      Consent of Kirkland & Ellis (included in               --
                Exhibit 5)

      24        Power of Attorney (included on signature pages         --
                of this Registration Statement)

      99        A.L. Pharma Inc. 1983 Incentive Stock Option
                Plan, as amended