SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                            FORM 10-KSB

              [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Fiscal year December 31, 1998

        [__] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES ACT OF 1934

                  Commission File Number 0-18881
   

                    BRADLEY PHARMACEUTICALS, INC.           
                 ----------------------------------
            (Name of small business issuer in its charter)

         DELAWARE                                 22-2581418
 (State or other jurisdiction of           (I.R.S. Employer
 inccorporation or organization)           Identification Number)

     383 Route 46 West, Fairfield, NJ                     07004
 (Address of principal executive offices)               (Zip Code)

 (Registrant's telephone number including area code): 973-882-1505

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class A Common
  Stock,  $.01 Par Value Per Share

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 a shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

    Yes    X    No
         -----      ------
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-KSB contained herein, and will not be contained, to the best of
the registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:   $15,850,000

The aggregate market value of the Class A voting stock held by nonaffiliates
of the Registrant as of March 9, 1999 was approximately $10,760,000. This amount
does not include any value for the Class B Common Stock, for which there is no
established United States public trading market.

As of March 9, 1999, the number of outstanding shares of each of the
registrant's classes of Common Stock were as follows:
                                       Number of shares outstanding
     Title of each class                  as of March 9, 1999
     -------------------               ----------------------------
        Class A                                8,193,551
        Class B                                  431,522

Documents incorporated by reference:	None



                                 PART I

Item 1		Business

General

The Company

Bradley Pharmaceuticals, Inc. (the "Company")  markets over-the-counter and
prescription pharmaceutical and health related products.  The Company's product
line currently includes dermatological brands (marketed by the Company's wholly
owned subsidiary, Doak Dermatologics, Inc. ("Doak") and nutritional, respira-
tory, personal hygiene and internal medicine brands (marketed by the Company's
Kenwood Laboratories division ("Kenwood").  All of the Company's product lines
are manufactured and supplied by independent contractors under the Company's
quality control standards and marketed primarily to wholesalers. The whole-
salers, in turn, distribute the Company's products to retail outlets and health-
care institutions throughout the United States and to distributors in selected
international markets.

The Company's growth strategy has been to make acquisitions of established
products from major pharmaceutical organizations that the Company believes
require intensified marketing and promotional attention. The Company believes
that significant growth opportunities exist in this market niche as a result
of the divestiture by major pharmaceutical companies of certain established
product lines that have become less profitable in relation to their other
products.  As a result, the Company has acquired, and intends to continue to
acquire, rights to manufacture and market pharmaceutical and health related
products which are effective and for which a demonstrated market exists, but
which are not actively promoted and where the surrounding competitive environ-
ment does not necessarily include major pharmaceutical companies.

The Company's ability to make further product acquisitions will depend, among
other things, on the availability of appropriate acquisition opportunities, the
ability to obtain appropriate financing and its ability to consummate
acquisitions on favorable terms.  Because there can be no assurance that the
Company will be able to consummate in a timely way attractive acquisitions on
favorable terms, management has and will also continue to focus on developing
and extending its existing acquired product lines.

The Company's most significant acquisition to date was in December 1993, when
the DECONAMINE(R) cold/flu/allergy product line was purchased from Berlex
Laboratories, Inc., a subsidiary of Schering AG ("Berlex") On September 19, 1997
(the "closing"), in satisfaction of all outstanding obligations then owed to 
Berlex (approximately $2,500,000 in the aggregate), and in consideration of
Berlex's release of its lien covering the Company's accounts receivable, the
Company (i) paid to Berlex $1,150,000 million in cash, plus accrued interest
(the "Cash Payment"), (ii) issued to Berlex 450,000 shares of Class A Common
Stock of the Company (which, when added with the other shares of Class A Common
Stock previously issued to Berlex, at the time of issuance, approximately 19%
of the outstanding Class A Common Stock of the Company) and (iii) agreed to
issue Berlex, when permissible in accordance with applicable state corporate
law, warrants entitling Berlex to purchase, under certain conditions, up to
an additional 750,000 shares of Class A Common Stock at an exercise price of
$1.25 per share. These warrants are subject to certain anti-dilution provisions
and expire two years after issuance, subject to extension under certain
conditions.

In order to raise the funds necessary for the Company to make the Cash Payment
to Berlex, the Company, concurrently with the Closing, entered into a $3,000,000
revolving credit facility with CIT Group/Credit Finance, Inc. ("CIT").  Advances
under this facility are calculated pursuant to a formula, which is based upon
the Company's then "eligible" accounts receivable and inventory levels.  This
line of credit has an initial term of three years and is renewable for success-
ive periods of two years each.  Interest accrues on amounts from time to time
outstanding under this facility at the rate equal to the prime rate of interest
(announced by The Chase Manhattan Bank) plus 2-1/4%.  The Company's obligations
under this credit facility have been secured by the grant by the Company to CIT
of a lien upon, and the pledge of a security in, substantially all of the 
Company's assets, including the Company's accounts receivable, inventory and
intangible assets (subject to prior liens).  The credit facility contains
certain covenants and restrictions concerning the Company's operations,
generally, and the Company's obligations under this facility have been
personally guaranteed, to a limited extent, by Daniel Glassman, the Company's
Chairman of the Board and Chief Executive Officer. 

The Company was incorporated under the laws of the State of New Jersey in
January 1985 and subsequently reincorporated in Delaware in July 1998.  The
Company's principal executive offices are located at 383 Route 46 West,
Fairfield, New Jersey 07004, telephone number (973) 882-1505.

This document may contain forward-looking statements that reflect management's
current view of future events and operations.  These forward-looking statements
are based on assumptions and external factors, including assumptions relating
to regulatory action, capital requirements and competing products.  Any changes
in such assumptions are external factors and could produce significantly dif-
ferent results.

Material Product Acquisitions

The Company commenced operations in January 1985 and through October 1998
acquired more than 16 product lines from many leading pharmaceutical companies.
During this time, the Company acquired products from Schering-Plough
Corporation, Hoechst Marion Roussel Pharmaceuticals, Inc., American Home
Products Corporation, Upsher-Smith Laboratories, Inc., and Procter & Gamble
Pharmaceuticals, Inc.

In March 1993, the Company acquired from Tsumura Medical, a division of Tsumura
International, Inc. ("Tsumura"), all technical, proprietary and distribution
rights to a specialized dermal patch product, TRANS-VER-SAL(R) currently used
in the treatment of warts.  The Company has granted Tsumura a security
interest in the trademarks acquired to secure the Company's payment obligations
to Tsumura for the products acquired.

During February 1994, the Company purchased from The Pharmacia & Upjohn Company
("Upjohn") all U.S. manufacturing, packaging and proprietary rights, including
all trademarks and registrations to PAMINE(R), a methscopolamine bromide tablet
used in connection with the treatment of peptic ulcers.

In June 1994, the Company acquired from Syntex (U.S.A.) Inc. all manufacturing,
packaging, quality control, stability, drug experience, file history, customers
and marketing rights, titles and interests, including all U.S. trademarks to
CARMOL(R) 10 and CARMOL(R) 20 (nonprescription total body moisturizers) and
CARMOL(R) HC (a prescription moisturizer containing hydrocortisone)(the
"CARMOL(R) Products").  

In May, 1996, the Company acquired the trademark rights to the ACID MANTLE(R)
skin treatment line from Sandoz Pharmaceuticals Corporation ("Sandoz"), and
the exclusive ACID MANTLE(R) manufacturing, marketing and distribution rights
for the United States and Puerto Rico.  In consideration, the Company agreed
to pay Sandoz $900,000, $250,000 of which was paid during May 1996.  An
additional $250,000 was paid in 1997, with the remaining $400,000 payable
in equal annual installments of $100,000 commencing May 8, 1998. The Company
also purchased Sandoz's entire inventory of ACID MANTLE(R) saleable products and
raw materials. 

In October 1998, the Company acquired from Procter & Gamble Pharmaceuticals
("P&GP") the U.S. manufacturing, packaging and proprietary rights, including
all trademarks and registrations to BRONTEX(R), a potent cough reliever.  In
consideration, the Company agreed to pay P&GP up to $1,800,000, of which
$600,000 was paid during October 1998.  The remaining balance of $1,200,000
is due in February 2000.

Acquisition of DOAK Subsidiary

During February 1994, the Company acquired, from Doak's principal stockholders,
a controlling interest in Doak. The remaining capital stock of Doak was acquired
by the Company pursuant to a merger consummated in January 1995.  Total con-
sideration paid by the Company for Doak was approximately $1.4 million.




Products

The following is a list of major products, by therapeutic category that are
marketed and distributed by the Company as of March 9, 1999.  All of the
Company's products are available over-the-counter, with the exception
of BRONTEX(R),  DECONAMINE(R), PAMINE(R), CARMOL(R) HC, CARMOL(R) 40, TYZINE(R),
and GLUTOFAC(R) ZX, each of which is a prescription pharmaceutical.

Dermatological Products		                     Uses

ACID MANTLE(R)                          Skin acidifier

CARMOL(R) 10/20/40/HC                   Rx and OTC urea-based family of pro-
                                        ducts for a variety of dermatological
                                        conditions

FORMULA 405(R)/A.H.A /LE PONT(R)        Variety of topical products for the
                                        skin, hair and nails

TRANS-VER-SAL(R) Wart Remover Kit       Unique dermal patch delivery system for
(l6mm, 12mm, 20mm sizes)                wart removal

Nutritional Products                               Uses

GLUTOFAC(R)/ZX                          Rx and OTC vitamin/mineral supplements
                                        for conditions such as diabetes
                                        mellitus, alcoholism, psychological
                                        stress, or chronic illness

Internal Medicine Products                         Uses

PAMINE (R) 2.5 mg. Tablets (100's)      Rx Anticholinergic/antispasmodic

Respiratory Products		                            			Uses

BRONTEX(R)                              Rx Antitussive/Expectorant
(Tablets/Syrup)

DECONAMINE(R) FAMILY                    Rx Antihistamine/decongestant
(SR/Chewable Tablets/Syrup/Tablets/CX)

TYZINE(R) (tetrahydrozoline HCl)        Rx Nasal decongestant
(Solution/ Nasal Drops)



Product Liability Insurance

The Company maintains $3,000,000 of product liability insurance on its products.
This insurance is in addition to required product liability insurance maintained
by other manufacturers of the Company's products. The Company believes that this
amount of insurance coverage is adequate and reasonable.  To date, no product
liability claim has been made, to the Company's knowledge, against the Company,
and management has no reason to believe that any claim is pending or threatened.



Manufacturers and Suppliers

The manufacturing processes and operations of manufacturing facilities for
pharmaceutical products are subject to rigorous regulation, including the
need to comply with the United States Food and Drug Administration's ("FDA")
current good manufacturing practices standards ("cGMP's).

The Company generally purchases its products from approximately 20 different
vendors on open credit terms, which are generally payable in 30 days.  One
company manufacturing and packaging products for the Company accounted for
approximately 16% and 19% of the Company's cost of goods sold for 1998 and 1997,
respectively. No other vendor, packager or manufacturer accounted for more than
10% of the Company's cost of goods sold for 1998 or 1997.  The Company currently
has no manufacturing facilities of its own and, accordingly, is dependent upon
maintaining its existing relationship with its vendors or establishing new
vendors to supply inventory.  There can be no assurance that the Company would
be able to replace its current vendors without any disruption to operations.

With the exception of arrangements relative to LUBRIN(R) and the Company's
beauty patch product, LE PONT(TM), the Company does not have any licensing,
manufacturing or other supply agreements with its manufacturers or suppliers.

Marketing and Sales

The Company has acquired established products and product lines, developed line
extensions for new products and licensed existing technologies.  Therefore, the
Company has concentrated its marketing efforts on the continued promotion of its
acquired product lines and line extensions to established customers and the
expansion of distribution to new customers.  The Company's overall marketing
philosophy is to intensify and enhance the promotion of its acquired products
and line extensions throughout the United States and, where feasible, in
selected international markets.

The Company markets and sells its products through full time sales personnel
and a network of distributors and brokers.  Non-prescription products are sold
primarily to drug wholesalers, chain and independent pharmacies, chain and
independent food stores, mass merchandisers,  physician supply houses and
hospitals.  Prescription products are sold primarily to wholesalers, retail
chains and managed care providers.  The Company currently has approximately
1,400 active accounts, of which there are approximately 200 wholesalers,
750 retail chains and stores, 350 doctors and institutional accounts, 30
government entities and 60 managed care providers.

During 1998, three wholesale customers accounted for approximately 20%, 13%
and 10% respectively, of the Company's net sales.  During 1997, three whole-
sale customers accounted for approximately 15%, 12% and 10% of the Company's
net sales.  No other single customer accounted for more than 10% of the
Company's net sales for 1998 or 1997.  The loss of any of these three customers
would have a material adverse effect on the Company's future operations.

The Company's DECONAMINE(R) product line (categorized below as respiratory
products) accounted for approximately 37%, 45%, 51% and 40%,  respectively,
of the Company's 1998, 1997, 1996 and 1995 net sales.  The DECONAMINE(R)
product line, consequently, will have a material effect on the Company's future
operations. The Company's newly acquired BRONTEX(R) product line (categorized
below as respiratory products) accounted for 7% of 1998 net sales.

Doak's CARMOL(R) product line accounted for approximately 15% and 12% of the
Company's 1998 and 1997 net sales.  The TRANS-VER-SAL(R) and ACID MANTLE(R)
product lines accounted for approximately 8% and 10% and 6% and 4%, respect-
ively, of the Company's 1998 and 1997 net sales.  Doak's other products,
including Formula 405(R), accounted for approximately 9% and 10%, of the
Company's 1998 and 1997 net sales.  All of Doak's products are categorized
below as dermatologic products.

The Company's 1998, 1997, 1996 and 1995 net sales volume percentages by
category were as follows:
					
                   1998 1997 1996 1995                    1998 1997 1996 1995
                   -------------------                    -------------------
Respiratory         49%  50%  56%  46%   Nutritional        6%   5%   6%   6%
Dermatologic        40%  40%  32%  40%   Internal Med.      2%   1%   2%   5%
Personal Hygiene     3%   4%   4%   3%

Sales of the Company's DECONAMINE(R) and BRONTEX(R) product lines and other
cough/cold/flu products are primarily concentrated in the fall and winter
months.  Consequently, revenues from these products generally are, and will be,
determined by the severity of the cough/cold/flu season.  The Company promotes
these products for allergy symptoms during the spring and summer months to
smooth the seasonality of these sales.
	
The Company's principal marketing strategy is to furnish samples, via the
Company's total field force amounting to more than 75 people, of the Company's
products and related literature to physicians to encourage them to recommend the
Company's products to their patients.

The Company has made a strategic decision to concentrate selling and marketing
resources on ten principal brands (which represented 92% and 87% of 1998 and
1997 Net Sales, respectively) as follows:


Kenwood Brands                              Specialty
--------------                              ---------

BRONTEX(R)                            General Practitioners,
DECONAMINE(R)                         Allergists, Pediatricians,
TYZINE(R)                             Otolaryngologists
ENTsol(R)                                "        "
       
PAMINE(R)                             Gastroenterologists
                                      Internal Medicine

GLUTOFAC(R)/GLUTOFAC(R)-ZX            General Practitioners

Doak Brands                                 Specialty
-----------                                 ---------

CARMOL(R)                             Dermatologists
TRANS-VER-SAL(R)             	        Podiatrists
ACID MANTLE(R)                           "    "

FORMULA 405(R)/A.H.A/LE PONT(TM)      Dermatologists/Cosmeticians


To facilitate sales of the Company's products internationally (including
Puerto Rico), the Company has entered into agreements with 27 international
pharmaceutical distributors to provide for distribution and promotion of the
Company's products.  Approximately 11%, 13% and 11%,  respectively, of the
Company's 1998, 1997 and 1996 net sales were from international business.

	
The Company continues to seek out new distributors and is currently in process
of obtaining market approvals in at least 10 new country markets.  Although the
Company anticipates that it will receive the necessary approvals to market its
products in these countries, there can be no assurance that such approvals will
be received.

The Company has received product registrations and has applied for additional
product registrations to distribute its products in certain international
markets as follows:


               THE COMPANY'S INTERNATIONAL MARKETING STATUS

                              CURRENTLY
                              MARKETING


Barbados    A.H.A LINE      Finland    LUBRIN          Mexico   A.H.A LINE
            CARMOL(R)                                           DOAK(R) TAR
            DECONAMINE(R)   France     TRANS-VER-SAL(R          FORMULA 405(R)
            GLUTOFAC(R)                                         LE PONT(TM)
            I.L.X(R) B12    Hong Kong  A.H.A LINE               LUBRIN(R)
            IPSATOL(R)                 CARMOL(R)                TERSASEPTIC(R)
            KTL(R)                     DUADACIN(R)              TRANS-VER-SAL(R)
            LUBRIN(R)                  DOAK(R) TAR
            NEOLOID(R)                 DECONAMINE(R)   Portugal TRANS-VER-SAL(R)
            TRANS-VER-SAL(R)           FORMULA 405(R)
                                       GLUTOFAC(R)     Puerto   COMPLETE BRADLEY
Canada      ENTsol(TM)                 LUBRIN(R)       Rico     LINE
            LUBRIN(R)                  NITROGLYN(R)    Saudi    A.H.A LINE
            NEOLOID(R)                 TERSASEPTIC(R)  Arabia   CARMOL(R)
            TRANS-VER-SAL(R)           TRANS-VER-SAL(R)         DOAK(R) TAR
                                                                FORMULA 405(R)
Chile       TRANS-VER-SAL(R)Iceland    DOAK(R) TAR              LE PONT(TM)
                                       FORMULA 405(R)           SULFOAM(R)
Cyprus      A.H.A. LINE                LUBRIN(R)                SULPHO-LAC(R)
            IPSATOL(R)                 TRANS-VER-SAL(R)         TERSASEPTIC(R)
            IRCON(R)                                            TRANS-VER-SAL(R)
            KTL(R)          Israel     LUBRIN(R)
            LUBRIN(R)                                  SingaporeA.H.A LINE
            TYZINE(R)       Italy      TRANS-VER-SAL(R)         APATATE(R)
                                                                BURO-SOL(R)
Denmark     TRANS-VER-SAL(R)Jamaica    APATATE(R)               LUBRIN(R)
                                       I.L.X(R) B12             SULPHO-LAC(R)
Dominican   APATATE(R)                 IPSATOL(R)               TERSASEPTIC(R)
Republic    DUADACIN(R)                IRCON(R)                 TRANS-VER-SAL(R)
            GLUTOFAC(R)
            IRCON(R)        Jordan     A.H.A LINE      Spain    TAR DISTILLATE
            I.L.X(R) B12               CARMOL(R)                TRANS-VER-SAL(R)
            KTL(R)                     DOAK(R) TAR
                                       FORMULA 405(R)  Taiwan   A.H.A LINE
                                       LE PONT(TM)              FORMULA 405(R)
El Salvador A.H.A LINE                 SULPHO-LAC(R)            LE PONT(TM)
            CARMOL(R)                  TRANS-VER-SAL(R)         LUBRIN(R)
                                                                TRANS-VER-SAL(R)
Greece      LE PONT(TM)








Competition

The distribution and marketing of pharmaceutical and health related products is
highly competitive.  The Company competes primarily against established
pharmaceutical and consumer product companies which currently market products
that are equivalent, or functionally similar, to those the Company markets.
The Company seeks to compete based on targeted marketing, promotional programs,
lower prices and better service.  Direct competition is primarily limited by
larger pharmaceutical companies unless "next generation" formulas are intro-
duced. Most of the Company's competitors possess substantially greater
financial, technical, marketing and other resources than the Company.  In
addition, the Company competes for the manufacture of its products from
suppliers who manufacture and supply such products to other companies, including
those competitive with the Company's products. 

Government Regulation

All pharmaceutical products are subject to rigorous regulation by the FDA and
by state authorities (and comparable agencies in foreign countries), primarily
under the Federal Food Drug and Cosmetic Act and the regulations promulgated
thereunder (along with comparable state laws).  These laws regulate the
manufacture, shipping, storage, sale and use of such products and product
samples, including current cGMP's, and Standard Operating Procedures (SOP's).
The FDA, Federal Trade Commission and state authorities also regulate the
advertising of prescription and over-the-counter products.  The Company has
obtained assurances from its suppliers that all of the Company's products meet
all applicable regulatory standards in all substantial respects.

Certain of the Company's pharmaceuticals products are sold over-the-counter.
These products are subject to FDA regulations known as monographs, which
specify permissible active ingredients, labeling and indications.  The
monographs are subject to change.  No assurance can be given that future FDA
enforcement or regulatory decisions or changes to monographs will not hamper
the Company's marketing efforts or render the Company's products unlawful for
commercial sale, causing the Company to withdraw its products from the market-
place or spend substantial funds reformulating the products.

Specifically, the Company's DECONAMINE(R) product line, which currently has
prescription status, falls under these monographs.  Once a final monograph is
issued by the FDA with respect to a product, the product historically can
remain as a prescription product for up to one additional year.  The Company
anticipates that final monographs for the Company's DECONAMINE(R) product line,
thereby converting the product line from prescription status to over-the-counter
status, may possibly be issued by the FDA at some time in the future. The
Company currently intends to continue to market and distribute its DECONAMINE(R)
line of products as prescription products as long as it may lawfully continue
to do so.  The Company is presently exploring its marketing and distribution
strategy relating to its DECONAMINE(R) product line after final monographs
covering these products are issued, and, as such, it is not currently possible
for the Company to predict how its operations and financial condition will be
affected, or whether it will have resources sufficient to aggressively market
the DECONAMINE(R) line of products, if, and when, this product line is converted
from prescription status to over-the-counter status.

Further, the Company is required to file an Abbreviated New Drug Application
("ANDA") with the FDA for its DECONAMINE(R) SR product, which is expected to
maintain the prescription status of this product beyond the final monograph.
The cost of this application is approximately $900,000.  The Company has
entered into an agreement with Phoenix International to perform clinical studies
required for the issuance of the ANDA. As of the date of this 10-KSB, the
Company has paid approximately $350,000 with respect to this project.  The
project is being deferred until regulatory and competitive circumstances
warrant completion and submission to the FDA.  Completion of the research and
development project is subject, however, to the Company's either generating
sufficient cash flow from operations to fund the same or obtaining requisite
financing from outside sources, of which there can be no assurance.  Therefore,
the Company cannot at this time reasonably anticipate the timing of the
expenditure of funds for these purposes.  The inability of the Company to
further develop and/or file the necessary ANDA for DECONAMINE(R) SR would have
a material adverse effect on the Company's business.

The Company currently is the registered holder of one New Drug Application for
PAMINE(R) and two ANDA's for TYZINE(R) and CARMOL(R) HC.  These applications,
approved by the FDA, permit companies to market products either considered by
the FDA to be new drugs or drugs previously approved by the FDA.

U.S. Federal and state governments continue to seek means to reduce costs of
Medicare and Medicaid programs, including placement of restrictions on
reimbursement for, or access to, certain drug products.  Major changes were
made in the Medicaid program under the Omnibus Budget Reconciliation Act of
1990. As a result, the Company entered into a Medicaid Rebate Agreement
("Rebate Agreement") with the U.S. Government. Pursuant to the Rebate Agree-
ment, in order for federal reimbursement to be available for prescription drugs
under state Medicaid plans, the Company must pay certain statutorily prescribed
rebates on Medicaid purchases.  In most other developed markets in which the
Company's products are marketed and sold, governments exert controls over
pharmaceutical prices either directly or by controlling admission to, or levels
for, reimbursement by government health programs.  The nature of such controls
and their effect on the pharmaceutical industry varies greatly from country to
country.

The statutes and regulations that govern the Company's business and activities
are subject to change, and current political and public interest in pharma-
ceutical products may lead to changes in federal and state law may affect the
Company and the way it does business.  Management cannot anticipate what effect,
if any, such legislation may have on the Company's operations.

Patents and Trademarks

The products currently sold by the Company, with the exception of LUBRIN(R) and
TRANS-VER-SAL(R) are not patented and the Company intends to pursue patents
where it is logical, however, does not currently intend to apply for patents
for all of its products.  Products with benefits similar to those marketed by
the Company could easily be developed by other companies.

The LUBRIN(R) and TRANS-VER-SAL(R) United States patents expire on August 31,
1999 and October 18, 2005, respectively.  Patents maintained by the Company for
LUBRIN(R) and TRANS-VER-SAL(R) in other countries have various expiration dates.

The Company owns all trademarks associated with each of its products and owns
and maintains national and international trademark registrations, or common law
rights, on all of its material products.  No assurance can be given as to the
extent or scope of the trademarks or other proprietary protection secured by
the Company on its products.  To the Company's knowledge, none of the trade-
marks owned by the Company infringe on any trademarks owned or used by others.

Human Resources

As of March 9, 1999, the Company employed 67 full and 37 part-time associates.
The Company believes that its relationship with its associates is good.

Scientific Advisors

The Company has formed a group of scientific advisors (the "Scientific
Advisors") having extensive experience in the areas in which the Company markets
its products to advise the Company concerning long-range planning and develop-
ment.  The following sets forth information with respect to the Company's
Scientific Advisors:

Cory A. Golloub, M.D., is a doctor of internal medicine and pediatrics currently
practicing in Montville, New Jersey.  Dr. Golloub received his B.S. from SUNY
Stony Brook and his M.D. from the University of Medicine, Tampico, Mexico with
postgraduate affiliations with SUNY Downstate - Brookdale Hospital and
UMDNJ - New Jersey Medical School.  Dr. Golloub is currently affiliated with
UMDNJ-NJMS, University Hospital and Chilton Memorial Hospital in New Jersey.

Stephen M. Gross, Ed.D., is Dean of the Arnold and Marie Schwartz College of
Pharmacy & Health Sciences, and of the School of Health Professions, Long Island
University.   Mr. Gross was awarded a B.S. degree in pharmacy in 1960, and
earned his M.A. and Ed.D. degrees in college and university administration in
1969 and 1975, respectively, from Columbia University.  Mr. Gross' expertise
is in the area of pharmacy administration, where he has authored numerous
articles on a variety of subjects, including cost-effectiveness of drug therapy,
pharmaceutical advertising, and other educational and pharmacy practice topics.
Mr. Gross is also a member of the New York State Board of Pharmacy.

Lewis H. Kaminester, M.D., F.A.A.D., F.A.C.P.,  dermatologist practicing in
North Palm Beach for the past 23 years. Dr. Kaminester graduated Franklin and
Marshall College with Honors in Biology and as member of Phi Beta Kappa.  He
graduated from University of Pennsylvania School of Medicine, where he was
also a dermatology resident.  He is on the clinical staff at University of
Miami School of Medicine, Department of Dermatology and Dermatological Surgery.

Richard H. Mann, D.P.M. is a doctor of podiatric medicine. He is board-certified
in foot and ankle surgery, microscopic laser surgery of the foot and is a
Fellow of the Academy of Ambulatory Foot Surgeons and American College of Foot
Surgeons.  Dr. Mann received his B.A. from Queens College of the City University
of New York and his D.P.M. from the New York College of Podiatric Medicine.
Dr. Mann has developed several new pharmaceutical products in a wide variety
of medical areas.

David Parsons, M.D. is a board certified ear, nose and throat surgeon, and a
Fellow of the American College of Surgeons.  He is recognized as an inter-
national authority on paranasal sinus disease and has written an authoritative
textbook on sinus care.  Dr. Parsons enjoyed a 26-year Air Force career which
included serving as the Consultant to the Surgeon General for Head & Neck
Surgery, Vice Chairman of the Department of Otolaryngology, Wilford Hall USAF
Medical Center, and Clinical Professor of Otolaryngology/Head & Neck Surgery
at the University of Texas-San Antonio and at the University of Colorado.  Most
recently, he was Professor of Surgery and Pediatrics at the University of
Missouri-Columbia. Dr. Parsons received his M.D. degree from the University of
Texas-Houston, and is now in private practice of Otolaryngology.

Alan R. Shalita, M.D. is a board certified dermatologist and currently
Professor and Chairman of the State University of New York Health Science
Center at Brooklyn. Dr. Shalita received his B.S. from University of Brussels,
Belgium and M.D. from Bowman Gray School of Medicine. Dr. Shalita is also
licensed in New Jersey, North Carolina, California and Florida.

Keyoumars Soltani, M.D. is currently Professor of Dermatology in the Department
of Medicine at the University of Chicago. Dr. Soltani completed his residency
at Temple University Skin & Cancer Hospital of Philadelphia.  Dr. Soltani is a
member of numerous scientific professional societies. He is the author/co-author
of over 200 publications, especially in the fields of immunodermatology,
cutaneous manifestations of systemic diseases and dermatopharmacology.

Mitchell J. Spirt, M.D. is a doctor of internal medicine currently on faculty
as Assistant Clinical Professor of Medicine at the UCLA School of Medicine,
California.  Dr. Spirt received his B.S. from University Center of New York at
Binghamton and received his M.D. from Mount Sinai Medical Center in New York.
Dr. Spirt performed his internship and residency at Mount Sinai Medical Center,
New York and a Fellow at the University of California at Los Angeles (UCLA).

Gerald N. Wachs, M.D. is a doctor of dermatology currently practicing in
Millburn, New Jersey.  Dr. Wachs received his B.S. and M.D. from the University
of Illinois.  Dr. Wachs is currently affiliated with St. Barnabas Hospital and
Overlook Hospital in New Jersey and is a consulting dermatologist for the New
Jersey Nets and New Jersey Devils.

Each of the Company's Scientific Advisors, over time, has been or will be
granted options to purchase shares of the Company's Class A Common Stock.  All
options granted to the Scientific Advisors are exercisable at the fair market
value of the Company's Class A Common Stock as of the date of grant.  To date,
no options have been exercised by the Company's Scientific Advisors.  Each
Scientific Advisor will be compensated by the Company for his time and reason-
able expenses should he provide services to the Company.

Environmental Matters

From time to time in the ordinary course of business of its former Doak
manufacturing site in Westbury, New York,  the Company is subject to claims or
threatened claims relating to environmental matters.  The Company believes that
none of such claims or threatened claims made through the date of this 10-KSB,
either individually or in the aggregate, will have a material adverse affect on
the Company's business, financial conditions or results from operations.

Item 2.	Properties

The Company leases 14,100 square feet of office and warehouse space at 383 Route
46 West, Fairfield, New Jersey, pursuant to a lease expiring on February 1,
2003 with Daniel Glassman, the Company's Chairman and President, and his wife
Iris Glassman, Treasurer of the Company.   Rent expense, including the Company's
proportionate share of real estate taxes, was approximately $228,000 and
$194,000 1998 and 1997, respectively. For a more comprehensive description,
please see Item. 12 of this Report.

During 1998 and 1997, Doak rented its former 11,000 square foot manufacturing
facility, owned by the former principal stockholders of Doak, and an
independent satellite warehouse in Westbury, NY for rent expense totaling
$39,000 and $67,500, respectively.  In conjunction with the closing of Doak's
factory, the Company did not renew this lease as of February 1999 for its
manufacturing facility and vacated its independent warehouse in June 1998.

During 1998 and 1997, the Company rented 760 square feet of office space in
Chicago, Illinois at cost of $18,000 and $12,000, respectively, per annum.

During 1999, the Company entered into a two year lease, with a one year renewal
at the Company's option, for warehouse space at 33 Route 46 West, Fairfield,
New Jersey primarily for the storage of promotional items and pharmaceutical
samples.  Rent expense, which includes common area maintenance and real estate
taxes, will be approximately $59,500 per annum.

The Company believes that the aforementioned facilities are sufficient to meet
the Company's current, and presently anticipated, future needs.

The Company has also entered into a distribution arrangement with a third party
public warehouse located in Tennessee to warehouse and distribute substantially
all of the Company's products.  This arrangement provides that the Company will
be billed based on invoiced sales of the products distributed by such party,
plus certain additional charges.

Item 3.	Legal Proceedings

The Company is involved in legal proceedings of various types in the ordinary
course of business. While any such litigation to which the Company is a party
contains an element of uncertainty, management presently believes that the
outcome of each such proceeding or claim which is pending or known to be
threatened, or all of them combined, will not have a material adverse effect
on the Company's consolidated financial position.




Item 4.	Submission of Matters to a Vote of Security Holders

No issues were submitted to a vote of the security holders of the Company
during the fourth quarter of 1998.

Item 5.	Market for Common Equity and Related Stockholder Matters.

Shares of the Company's Class A Common Stock are traded on The Nasdaq Stock
Market(TM) under the trading symbol "BPRX".  No other class of the Company's
common stock is publicly traded.

The following table sets forth the high and low sales prices for shares of the
Company's Class A Common Stock on The Nasdaq Stock Market(TM) for the periods
indicated.

	


                                             High Sale           Low Sale
                                             ---------           -------- 
Fiscal year ended December 31, 1998
       First quarter                            $ 2.69              $ 1.53
       Second quarter                             4.44                1.69
       Third quarter                              2.34                0.94
       Fourth quarter                             1.41                1.00

Fiscal year ended December 31, 1997            
       First quarter                            $ 1.44              $ 0.81
       Second quarter                             1.47                1.03
       Third quarter                              1.63                1.10
       Fourth quarter                             2.94                1.50
	    

On March 9, 1999 the last sale price for shares of the Company's Class A Common
Stock as reported by the Nasdaq National Market was $1.31 per share.  At
March 9, 1999, there were approximately 250 registered holders of record of
shares of Class A Common Stock.  Based on information available to the Company,
the Company believes that there are approximately 2,900 beneficial holders of
shares of Class A Common Stock held in "street" or other nominee name at such
date.

The Company has not paid any dividends on its Common Stock since its organ-
ization in January 1985. The Company anticipates that for the foreseeable
future, any earnings will be retained for use in its business and, accordingly,
does not anticipate the payment of cash dividends.

The Company has authorized an aggregate of 900,000 shares of Class B Common
Stock, no par value per share, of which 431,552 shares were issued and out-
standing at March 9, 1999.  The Class B Common Stock is not publicly traded.
The rights, preferences and limitations of the Class A and Class B Common
Stock are equal and identical in all respects, except that the holders of the
Class B Common Stock are entitled to elect a majority of the Company's directors
and each share of Class A Common Stock entitles the holder thereof to one vote
upon any and all matters submitted to the stockholders of the Corporation for
a vote, and each share of Class B Common Stock entitles the holder thereof to
five votes upon certain matters (other than the election of directors) submitted
to the stockholders of the Company for a vote.

At March 9, 1999, there were outstanding 8,193,551 (exclusive of 556,020 shares
held in treasury) of Class A Common Stock.

This document may contain forward-looking statements that reflect management's
current view of future events and operations.  These forward-looking statements
are based on assumptions and external factors, including assumptions relating
to regulatory action, capital requirements and competing products.  Any changes
in such assumptions are external factors and could produce significantly
different results.


Item 6.	Management's Discussion and Analysis of Financial Condition and Results
        of Operations

LIQUIDITY AND CAPITAL RESOURCES

On December 31, 1998, the Company had working capital of $871,000 an increase
of $844,000 over the December 31, 1997 working capital of $27,000.  Improvement
in the Company's working capital position at December 31, 1998 was primarily
due to operating profit and positive cash flow from operations during the
twelve months ended December 31, 1998.

Working capital as of December 31, 1998 included an increase of $904,000 in
cash and cash equivalents due to financing and investing activities.  Addition-
ally, current liabilities increased $2,704,000 from balances at December 31,
1997 as accounts payable, accrued expenses and borrowings under the revolving
credit line increased.  The increase in accounts payable was primarily due to
management's effort to fund the cash requirement for the BRONTEX(R) acquisition
through operations.  The increase in accrued expenses was primarily due to an
increase in reserves for charges against sales for new product sales of
BRONTEX(R).   December 31, 1998, accounts receivable increased $2,466,000 from
December 31, 1997 due to a greater percentage of the Fourth Quarter 1998 sales
occurring in December 1998 which, in part, was prompted by an announced price
increase effective in December 1998.  This event may have the effect of re-
ducing revenues in the First Quarter 1999.  Additionally, accounts receivable
increased due to slower than usual cash collections from large chain stores. 
Inventories increased $529,000 and prepaid samples/materials decreased $373,000
from levels existing at December 31, 1997.  Inventory increased due to an
increase in finished goods inventory of cough/cold products, particularly the
new product BRONTEX(R), in the Fourth Quarter 1998 versus 1997.  Prepaid samples
and materials decreased primarily due to increased distribution of promotional
material by the sales force in the Fourth Quarter 1998 versus 1997.

The United States Food and Drug Administration (the "FDA") is currently
reviewing cough and cold products for its over-the-counter ("OTC") monograph,
and could designate the formula that is in DECONAMINE(R) as an OTC formulation.
It is not currently possible for the Company to predict how its operations and
financial condition will be affected if the DECONAMINE(R) product line is
converted from prescription status to over-the-counter status (See "Item 1-
Government Regulation").

Further, the Company is required to file an Abbreviated New Drug Application
"ANDA" with the FDA for its DECONAMINE(R) SR product, which is expected to
maintain the prescription status of this product beyond the final monograph.
The cost of this application is approximately $900,000.  The Company has
entered into an agreement with Phoenix International to perform clinical studies
required for the issuance of the ANDA.  As of the date of this 10-KSB, the
Company has paid approximately $350,000 with respect to this project.  The
project is being deferred until regulatory and competitive circumstances
warrant completion and submission to the FDA.  Completion of the research and
development project is subject, however, to the Company's either generating
sufficient cash flow from operations to fund the same or obtaining requisite
financing from outside sources, of which there can be no assurance.  Therefore,
the Company cannot at this time reasonably anticipate the timing of the
expenditure of funds for these purposes.  The inability of the Company to
further develop and/or file the necessary ANDA for DECONAMINE(R) SR may have
material adverse effect on the Company's business.

Effective January 1997, the Company implemented a 401(k) Retirement Plan for
employees whereby the Company will match employee contributions up to 25% of
the employee's first 6% of contributions with shares of the Company's Class A
Common Stock.  The Company expensed $23,500 and $28,600 during 1998 and 1997,
respectively, based upon current participants in the plan.

In January 1997, the Company announced a program to repurchase up to 400,000
shares of the outstanding Class A common stock in open market transactions
over the next 24 months.  In January 1999, the Company announced the completion
of the repurchase program of 400,000 shares and additionally announced another
program of repurchasing an additional 600,000 shares of the outstanding Class
A common stock in open market transactions resulting in a cumulative repurchase
of 12% over the next 36 months.  These shares will be held in Treasury by the
Company to be used for purposes deemed necessary by the Board of Directors,
including funding company matching contributions to the 401(k) Plan.  During
1998 and 1997, the Company acquired 257,400 shares at a cost of $369,783 and
162,500 shares at a cost of $253,345, respectively.  As of March 9, 1999, the
Company's total amount of shares purchased, excluding subsequent distributions,
amounted to approximately 623,000 shares at a cost of $857,000.

Market Risk 

The Company's major market risk is primarily due to competitive products,
generic competition and government regulation.  Please see above captioned
information for a more thorough review of these three topics.

The Company's major interest exposure is due to its asset-based financing
agreement with CIT Group/Finance, of which its accrues interest on outstanding
revolver loans at 2.25% above prime rate.

Stock prices of emerging growth pharmaceutical and micro-cap companies, such as
Bradley Pharmaceuticals, Inc., are subject to significant fluctuations.  The
stock price may be affected by a variety of factors that could cause the price
of the Company's Common Stock to fluctuate, perhaps, substantially, including:
announcements of developments related to the Company's business; quarterly
fluctuations in the Company's actual or anticipated operating results; general
conditions in the pharmaceutical and health care industries; new products
or product enhancements by the Company or its competitors; developments in
patents or other intellectual property rights and litigation; and developments
in the Company's relationships with its customers and suppliers.  In addition,
in recent years the stock market in general and the market for shares for small
capitalization and emerging growth pharmaceutical companies in particular, have
experienced extreme price fluctuations which may or may not been related to
the operating performance of affected companies.  Any such fluctuations in the
future could adversely affect the market price of the Company's Common Stock.
There can be no assurance that the market price of the Common Stock of the
Company will not decline.

Year 2000 Disclosure

The Company is aware of the issues associated with the programming code in
many existing computer systems and devices with embedded technology as the
millenium approaches.  The "Year 2000" problem concerns the inability of
information and technology-based operating systems to properly recognize and
process date-sensitive information beyond December 31, 1999.  The Year 2000
problem is potentially pervasive; virtually every computer operation or
business system that utilizes embedded computer technology may be affected in
some way by the rollover of the two-digit year value to 00.  The risk is that
computer systems will not properly recognize date sensitive information when
the year changes to 2000, which can result in system failures or mis-
calculations, resulting in a serious threat of business disruption.

In response to the potential impact of the Year 2000 issue on the Company's
business and operations, the Company has purchased and converted its own
in-house system.  In the process, the Company determined that the new systems
and hardware were substantially Year 2000 compliant.  Certain other software
is being corrected or reprogrammed for Year 2000 compliance.  As such,
Management believes the Year 2000 issues with respect to its internal systems
can be mitigated without a significant potential effect on the Company's
financial position or operations.

In addition, to ensure external Year 2000 readiness, the Company has made
written inquiries concerning the Year 2000 readiness of all of its vendors,
suppliers, customer and others with whom the Company has significant business
relationships.  Responses have been received from many of those contacted,
although some of the responses have been inconclusive with respect to Year 2000
compliance.  As a result, follow up inquiries are planned for any critically
dependent third parties not responding.  A further assessment of the potential
impact of the Year 2000 issue on the Company's business and operations will be
made as this information is received and evaluated.  The Company is not
currently aware of any third party issues that would cause a significant
disruption of its business or operations.  If the follow-up assessment of any
significant third party responses indicates that they will not be Year 2000
compliant, it may be necessary to develop contingency plans to minimize the
negative impact on the Company.


The Company's goal is to have all internal systems Year 2000 compliant, and
third party assessments completed no later than June 30, 1999.  This should
allow sufficient time to validate the system modifications and complete any
additional contingency planning for third parties that may not be Year 2000
compliant.  However, given the complexity of the Year 2000 issue, there can be
no assurance that the Company will be able to address these problems without
costs and uncertainties that might affect future financial results or cause
reported financial information not to be necessarily indicative of future
operating results or future financial condition.

To date, the Company has not finalized its contingency plans for possible Year
2000 issues.  After the completion of the assessment and review of the results
of monitoring the compliance efforts and status of third parties, the Company
will finalize such contingency plans based on its assessment of outside risks.
The Company anticipates that final contingency plans, as necessary, will be
in place by September 30, 1999.  The total costs incurred to date in the
assessment, evaluation and remediation of the Year 2000 compliance matters have
been nominal and management estimates that total future third party, software
and equipment costs, based upon information developed to date, will be less
than $100,000.

This document may contain forward-looking statements that reflect management's
current views of future events and operations.  These forward looking statements
are based on assumptions and external factors, including assumptions relating
to regulatory action, capital requirements and competing products.   Any changes
in such assumptions are external factors and could produce significantly
different results.

Seasonality

Net sales of DECONAMINE(R)  product line accounted for approximately 37%, 45%,
51% and 40%, respectively, of the Company's 1998, 1997, 1996 and 1995 net sales.
Consequently, revenue from these products as well as the newly acquired
BRONTEX(R) potent cough reliever product line (7% of 1998 the Company's net
sales) generally are, and will be, determined by the severity of the cough/cold/
flu season.  The Company promotes these products for allergy symptoms during
the spring and summer months in an effort to smooth the seasonality of these
sales.

Effects of Inflation

Management believes that the Company's operations will not be adversely affected
by the future impact of inflation on sales and results of operations.

Results of Operations

Net Sales for 1998 were $15,853,000, representing an increase of $830,000 or
approximately 6% from 1997.  The increase in net sales for 1998 is primarily
due to an increase of sales of CARMOL(R) and ACID MANTLE(R) as well as
additional contribution from newly acquired BRONTEX(R), offset by a 13% decrease
in net sales of DECONAMINE(R).

DECONAMINE(R) unit sales during 1998 decreased by approximately $1.0 million,
or 8%, because of weaker than expected cough/cold season coupled with a very
competitive marketplace, including advancement of generic competitors.

The Company's analysis of the trend in actual chargebacks and rebates resulted
in a decrease in the percentage used  to adjust gross sales to net sales and
ultimately a reduction of the reserve for the second quarter of 1998 and 1997,
resulted in increased net sales and net income of $235,000 and $274,000,
respectively.  Additionally, during the fourth quarter 1998, the Company's
analysis of the trend in actual chargebacks and rebates  resulted in an
additional reduction of the reserve in amount of $398,000. During 1998 and 1997,
the Company received monetary concessions of approximately $44,000 and $357,000
from managed care vendors receiving rebates, respectfully.


Chargebacks and rebates are based on the difference between prices at which the
Company sells its products (principally DECONAMINE(R) SR) to wholesalers and the
sales price ultimately paid by the end-user (often governmental agencies and
managed care buying groups) pursuant to fixed price contracts.  The Company
records an estimate of the amount either to be charged-back to the Company or
rebated to the end-user at the time of sale to the wholesaler. Chargebacks and
rebates,  principally relating to DECONAMINE(R) SR and CARMOL(R), were $5.0
million for 1998 versus $5.5 million for 1997.

Cost of Sales for 1998 were $4,596,000, an increase of $403,000 compared to
1997 cost of sales of $4,193,000. This increase of 10% was primarily due to a
change in the Company's sales product mix, including stronger growth at the
Doak subsidiary which maintains a higher Cost of Sales versus Kenwood.  The
Company's gross profit margin for 1998 was 71% compared to 72%, as a result of
increased volume of Doak products which was offset by the contribution of newly
acquired BRONTEX(R).

Selling, General and Administrative Expenses were $8,961,000 for 1998, repre-
senting an increase of $877,000, 11%.  This increase was primarily the result
of increased sales activities, including the addition of sales representatives
as well as increased sampling and promotion.

Depreciation and Amortization Expenses for 1998 were $1,105,000, representing
a decrease of 26%, as compared to 1997.  This decrease was principally due to
the 1997 restructuring of the DECONAMINE(R) purchase price as well as the re-
estimating of the DECONAMINE(R) amortization period, partly offset by increased
amortization on the newly acquired BRONTEX(R) trademarks.
	
Interest Expense, Net for 1998 decreased by $98,000, or 33% from the corres-
ponding period in 1997 due to lower interest payments to CIT versus the
interest previously owed to Berlex for outstanding debt.

Other Income for 1998 was $48,000, representing an increase of $43,000 from
other income of $5,000 during 1997.  The increase is due to gain or fixed assets
sold during 1998.

Income Taxes, Income tax expense in 1998 was $120,000, or 12%, compared to 1997
expense of $58,000, or 6% of income. The effective income tax rate is less than
the statutory rate principally due to the utilization of net operating losses
carry forward which were previously reserved deferred tax assets.

Net Income for 1998 was $919,000, representing an increase of $13,000 from net
income of $906,000 during 1997.

Net Income Per Common Share for 1998 was $0.10 per common share on a diluted
basis, representing a decrease of $.01 from 1997, primarily due to a larger
amount of diluted shares outstanding.  Net income per basic common share for
1998 and 1997 was $0.11.
	 
Item 7.		Financial Statements and Supplementary Data

The financial statements required by Item 7 are appended to this Form 10-KSB.

Item 8. 	Changes in and Disagreements with Accountants on Accounting and
       		Financial Disclosure

None


Item 9.		Directors and Executive Officers 

The directors and executive officers of the Company are as follows:

                                        Age         Position(s)
                                       -----        -----------------------

Daniel Glassman                         56          Chairman of the Board,
                                                    President and Chief
                                                    Executive Officer

Iris S. Glassmam                        56          Treasurer and Director

David H. Hillman                        58          Secretary and Director

Philip W. McGinn                        73          Director

Seymour I. Schlager                     49          Director

Alan G. Wolin                           66          Director
  
Robert Dubin                            51          Vice President, Sales and
                                                    Contract Administration

Gene L. Goldberg                        61          Sr. Vice President, 
                                                    Marketing & Business
                                                    Planning

Maurice Woosley                         58          President, Bradley
                                                    International

 

Daniel Glassman is the founder of the Company and has served as its Chief
Executive Officer since the Company's inception in January 1985.  Mr. Glassman
has also served as the Company's Chairman of the Board since January 1985.
Mr. Glassman has also served as President of the Company since February 1991.
Mr. Glassman, a registered pharmacist, is also Chairman of the Board of Banyan
Communications Group, Inc., a communications company founded by Mr. Glassman
("Banyan").  Banyan encompasses two marketing research organizations (Danis
Research and Hospital Research Associates) and an advertising agency (Daniel
Glassman Advertising).  Mr. Glassman has operated these companies for more than
the last eighteen years.  Mr. Glassman was previously Vice President for Client
Services for Medicus Communications, Inc., where he directed marketing programs
for pharmaceutical companies such as Procter & Gamble, Rorer, Schering-Plough
Corporation, and Merrell-Dow, Inc.  Mr. Glassman is the husband of Iris
Glassman, the Treasurer and a director of the Company.  Mr. Glassman is also
Chairman of the Board, President and Chief Executive Officer of Doak,
Bradley Pharmaceuticals (Canada), Inc. and Bradley Pharmaceuticals, Overseas,
Ltd., Inc., each a subsidiary of the Company.

Iris S. Glassman has served as Treasurer of the Company since its inception in
1985.  Mrs. Glassman, the wife of Mr. Daniel Glassman, has also served as a
director of the Company from January 1985.  Mrs. Glassman has approximately
20 years of diversified administrative and financial management experience, 
including serving in the capacity of Secretary of Banyan.

David H. Hillman has served as Secretary of the Company since 1985 and as a
director of the Company from January 1990.  For more than the past five years,
Mr. Hillman has also served as a director of Banyan and since 1990, as President
of Banyan's Health Care Division and Treasurer of Banyan.  Mr. Hillman, a
registered pharmacist, has also served as President of Hospital Research
Associates, a division of Banyan engaged in the business of conducting market
research for the pharmaceutical industry since 1983.  Mr. Hillman has over
sixteen years of market research, sales and marketing experience, including
group product manager for Lederle Laboratories.

Philip W. McGinn, Jr., M.D. has served as a director of the Company since
December 1996.  Since 1984, Dr. McGinn has also served as President of Worldwide
Marketing and Translation Services, Inc., a New Jersey based company providing
consulting services in new product and company acquisitions, marketing, market
analysis, promotional planning, sales training, management development and
business, educational and translation services. Dr. McGinn also served as
Associate Dean, School of Health Professions, Long Island University from 
1990 to 1996.

Seymour I. Schlager, M.D., J.D.  has served as a director of the Company since
July 1998.  From 1989 to 1991, Dr. Schlager served as Venture Head of the
AIDS/Antiviral Pharmaceutical product development group of Abbott Laboratories.
In 1997, Dr. Schlager received a Juris Doctorate, cum laude, from William
Howard Taft University School of Law complementing his M.D. from the University
of Miami School of Medicine.  Currently, Dr. Schlager is Worldwide Medical
Director for the Becton Dickinson Medical and Advanced Drug Delivery businesses.

Alan G. Wolin, Ph.D., has served as a director of the Company since May 1997.
Since 1988, Dr. Wolin has served as an independent consultant to various
companies in the food, drug and cosmetic industries.  Prior to 1987, Dr. Wolin
served M&M/Mars, the world's largest candy company, in various capacities,
including Director of Consumer Quality Assurance and Quality Coordination.  In
his capacity as Director of Consumer Quality Assurance and Quality Coordination,
Dr. Wolin was responsible for ensuring consumer quality and public health issues
relating to M&M/Mars' products.

Robert Dubin, R.Ph. has served as Vice President, Sales and Contract
Administration since 1997.  Prior experience as a manufacturer of food products
for a major U.S. food distributor.  Previously held Consultant Pharmacist
position for a major group of nursing homes in the Chicago area; also owner/
operator of 15 pharmacies and health clinics.

Gene L. Goldberg has served as Senior Vice President, Marketing and Business
Planning of the Company since January 1997. Formerly Executive Vice President
of Daniel Glassman Advertising and Vice President and Account Supervisor for
William Douglas McAdams.  Also garnered experience as Senior Product Manager
for USV Pharmaceutical Corporation, division of Revlon Healthcare Group;
Project Director in Market Research at McAdams, Geigy Pharmaceutical Company
and Lea-Mendota Research Group.

Maurice Woosley has served as President of the Company's international
division and Vice President since January 1997.  From May 1996 to December
1996, Mr. Woosley served as Vice President of the Company's international
division.  From November 1994 to April 1996, Mr. Woosley served as Worldwide
Marketing Director of Datascope, Inc., a New Jersey based medical device
manufacturer.  From September 1990 to October 1994, Mr. Woosley served as
Global Marketing Director for Davis & Geck, a New Jersey based medical product
manufacturer.
	
Directors of the Company are scheduled to hold office until the next Annual
Meeting of Stockholders of the Company and until their respective successors
shall have been duly elected and qualified.

Significant Employees

Gene Carpenter has served as Regional Sales Director of the Company since
January 1994.  From May 1988 through December 1993, Mr. Carpenter served as
National Sales Manager of Poly Pharmaceuticals, Inc., a Mississippi based
pharmaceutical company.  Prior thereto, Mr. Carpenter served as Regional Sales
Manager of Savage Laboratories, Inc., Houston, Texas.

Robert Corbo has served as Vice President Quality Assurance since 1997 and as
Quality Assurance/Control Director of the Company since March 1993.  From 1989
to 1993, Mr. Corbo served as Quality Assurance/Control manager for Par
Pharmaceuticals, a New York based generic pharmaceutical manufacturer.

R. Brent Lenczycki, C.P.A. has served as Manager of Finance and Purchasing
since March 1998.  Prior experience includes public accounting for Arthur
Andersen LLP and internal audit for Harrah's Hotel Casino.  In 1996,
Mr. Lenczycki received a Masters of Business Administration from Tulane
University.


Item 10.	Executive Compensation

                     Summary Compensation Table

The following table shows all the cash compensation paid by the Company, as well
as certain other compensation paid or accrued during the years ended December
31, 1998, 1997 and 1996, to Daniel Glassman, the Company's President and Chief
Executive Officer, Robert Dubin, Vice President of Sales, Gene L. Goldberg,
Senior Vice President of Marketing and Business Planning and Maurice Woosley,
President, Bradley International. No other executive officer of the Company
earned total annual salary and bonus for 1998 in all capacities in which such
person served the Company in excess of $100,000.  There were no restricted
stock awards, long-term incentive plan payouts or other compensation paid
during 1998 to the executive officers named in the following table except as
set forth below:


                                                         Long-Term
                                                        Compensatiom
                               Annual Compensation         Awards
                              --------------------      ------------

Name and Principal Position   Year   Salary   Bonus    Securities Underlying
---------------------------   ----   ------   -----    ---------------------
                                                            Options(1)
                                                            ----------

Daniel Glassman               1998  $164,800   -0-            55,000(3)
 President and                1997  $128,900   -0-              -0-
 Chief Executive Officer      1996  $122,500   -0-           404,500(2)
 
Robert Dubin                  1998  $115,400   -0-             6,000
 Vice President of Sales      1997  $100,600   -0-              -0-
 and Contract Administration  1996  $ 70,600  $20,000          7,500

Gene L. Goldberg              1998  $135,400   -0-              -0-
 Senior Vice President        1997  $129,400   -0-              -0-
 Marketing and Business       1996    N/A      N/A              N/A
 Planning

Maurice Woosley               1998  $120,900   -0-              -0-
 President, Bradley           1997  $114,500   -0-              -0-
 International                1996  $ 68,800   -0-            18,000

 
(1) All of these options are exercisable into shares of Class A Common Stock

(2) Of these shares, 31,500 shares underlie options granted on December 5,
    1996 to replace a like number of options previously granted to Mr. Glassman
    which expired by their terms.  These options are exercisable at any time
    prior to December 4, 2001 at an exercise price of $0.825 per share, 110%
    of the fair market value for shares of Class A Common Stock on the date of
    grant. The remaining 373,000 shares are exercisable at various times
    through 2000 at an exercise price of approximately $1.44 per share, 110%
    of the fair market value for shares of Class A Common Stock on the date of
    the grant.

(3) Of these shares, 25,000 underlie options granted on January 27, 1998 to
    replace a like number of options previously granted to Mr. Glassman which
    expired by their terms.  These options are exercisable after January 27,
    1999, 2000, 2001 for 8,333, 8,333 and 8,333 shares, respectively, at an
    exercise price of $1.99 per share, 110% of the fair market value for shares
    of Class A Common Stock on the date of the grant.  These options will
    expire on January 26, 2003.  The remaining 30,000 shares underlie options
    granted on June 9, 1998 to replace like number of options previously granted
    to Mr. Glassman which expired by their terms.  These options are exercisable
    anytime prior to June 8, 2003 at an exercise price of $2.07 per share,
    110% of the fair market value for shares of Class A Common Stock on the date
    of grant.

                         	Option Grants in 1998


The following table sets forth information concerning outstanding options to
purchase shares of the Company's Class A Common Stock granted by the Company
to Directors and Officers during 1998. Neither options to purchase shares of
Class B Common Stock nor stock appreciation rights were granted by the Company
during 1998.  The exercise prices for all options reported below are not less
than 100% of the per share market prices for Class A Common Stock on their dates
of grant.


                                         Individual Grants
                                         % of Total Options
                  Number of Securities    Granted To      Exercise or 
                  Underlying Options      Employees          Base     Expiration
Name                   Granted            in 1998(1)      Price($/Sh)    Date
-----------------  ------------------- ------------------ ----------- ----------

Robert Dubin              6,000               8.71%           2.13     06/10/08
Daniel Glassman          25,000              22.33%           1.99     01/26/03
                         30,000              26.80%           2.07     06/08/03
David H. Hillman          9,750               8.71%           1.99     01/26/03
                          7,000               6.25%           1.99     01/26/08
Seymour I. Schlager      15,000              13.40%           2.19     07/12/08

  
                   	Aggregated Option Exercises in 1998  
	                       And Year-End Option Values
        

The following table presents the value, on an aggregate basis, as of December
31, 1998, of outstanding stock options held by the executive officers of the
Company listed in the Summary Compensation Table above. No stock options were
exercised by the executive officers listed below during 1998.



                       Number of Securities       Value of Unexercised
                       Underlying Unexercised     In-the-Money Options
                       Options at Year-End        at Year-End(1)
                       ----------------------     --------------------
Name                  Exercisable Unexercisable  Exercisable Unexercisable
--------------        ----------- -------------  ----------- -------------
Daniel Glassman         721,089       25,000       $425,220      -0-




(1) Based on the closing sale price of $1.188 per share of Class A Common Stock
    on December 31, 1998, as reported by NASDAQ.

                        	Employment Contracts and
        	Termination of Employment and Change-in-Control Arrangements
         ------------------------------------------------------------

The Company does not have any employment contracts or termination of employment
or change-in-control arrangements with any of its executive officers.

                         Compensation of Directors
                         -------------------------

Directors who are not officers or employees of the Company receive a director's
fee of $600 for each meeting of the Board of Directors, or a committee thereof,
attended by such director, plus out-of-pocket costs.  Directors who are also
officers or employees of the Company receive no additional compensation for
their services as directors.

On August 29, 1997, Alan G. Wolin, Ph.D., was granted options to purchase up to
15,000 shares of Class A Common Stock of the Company at an exercise price of
$1.25 per share (the fair market value per share of Class A Common Stock as of
the date of grant).  These options vest in three equal and annual installments
commencing on May 12, 1998 and expire on May 11, 2007.


On January 26, 1998, Mr. David Hillman was granted options to purchase up to
16,750 shares of Class A Common Stock of the Company at an exercise price of
$1.99 per share, 110% of the fair market value for shares. These options vest
in three annual installments of 5,583, 5,583, and 5,584, with 9,750 expiring
January 26, 2003 and the remaining 7,000 expiring January 26, 2008.  These
options were granted by agreement with the Company in consideration for Mr.
Hillman's previous options which expired by their terms.

On July 12, 1998, Seymour Schlager, M.D., J.D., was granted options to purchase
up to 15,000 shares of Class A Common Stock of the Company at an exercise price
of $2.19 per share (the fair market value per share of Class A Common Stock as
of the date of grant).  These options vest in three equal and annual install-
ments commencing on July 12, 1999 and expire on July 11, 2008.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of December 31, 1998,
regarding the ownership of the Company's Class A and Class B Common Stock by
(i) each director of the Company, (ii) the executive officers of the Company
named in the Summary Compensation Table set forth elsewhere in this document,
(iii) each beneficial owner of more than five percent of the Class A and Class
B Common Stock of the Company known by management and (iv) all directors and
executive officers of the Company, as a group, and the percentage of outstanding
shares of Class A and Class B Common Stock beneficially held by them on that
date.

Since each share of Class B Common Stock may be converted at any time by the
holder into one share of Class A Common Stock, the beneficial ownership rules
promulgated under the Securities Exchange Act of 1934, as amended, require that
all shares of Class A Common Stock issuable upon the conversion of Class B
Common Stock by any stockholder be included in determining the number of shares
and percentage of Class A Common Stock held by such stockholder.



                           Amount and Nature of
                           Beneficial Owner(1)(2)          Percent of Class(2)
                           ----------------------      -------------------------
Name & Address of            Class A    Class B          Class A      Class B
Beneficial Owner          Common Stock Common Stock   Common Stock  Common Stock
-------------------       ------------ ------------   ------------  ------------
Daniel Glassman            1,106,044(3)  316,736(4)       13.51%       73.39%
383 Route 46 West      
Fairfield, NJ

Iris S. Glassman             252,373(5)   37,283(6)        3.08%        8.64%
383 Route 46 West
Fairfield, NJ

David H. Hillman             117,433(7)   43,610           1.43%       10.11%
383 Route 46 West
Fairfield, NJ

Philip McGinn, Jr.            14,337(8)     -0-              *            -
383 Route 46 West
Fairfield, NJ

Alan G. Wolin                 74,730(9)     -0-              *            -
383 Route 46 West
Fairfield, NJ

Seymour Schlager                 -0-        -0-              -            -
383 Route 46 West
Fairfield, NJ

Robert Dubin                  13,500(11)    -0-              *            -
383 Route 46 West
Fairfield, NJ

Gene L. Goldberg              59,872(10)  10,192             *           2.36%
383 Route 46 West
Fairfield, NJ

Maurice Woosley               15,889(12)    -0-              *            -
383 Route 46 West
Fairfield, NJ

Berlex Laboratories, Inc.  1,450,000        -0-            17.71%         -
340 Changebridge Road
Montville, NJ 07045

All executive officers     1,654,178     407,821(4)(6)     20.20%       94.50%
and Directors as a       (3)(4)(5)(6)
group (9 persons)        (7)(8)(9)(10)
                         (11)(12)
         


* Represents less than one percent



(1) Unless otherwise indicated, the stockholders identified in this table have
    sole voting and investment power with respect to the shares beneficially
    owned by them.

(2) Each named person and all executive officers and directors, as a group, are
    deemed to be the beneficial owners of securities that may be acquired within
    60 days through the exercise of options, warrants or exchange or conversion
    rights.  Accordingly, the number of shares and percentage set forth opposite
    each stockholder's name under the columns "Class A Common Stock" includes
    shares of Class A Common Stock issuable upon exercise of presently
    exercisable warrants and stock options and shares of Class A Common Stock
    issuable upon conversion of shares of Class B Common Stock.  The shares of
    Class A Common Stock so issuable upon such exercise, exchange or conversion
    by any such stockholder are not included in calculating the number of shares
    or percentage of Class A Common Stock beneficially owned by any other stock-
    holder.

(3) Includes 316,736 shares issuable upon conversion of a like number of shares
    of Class B Common Stock.  Of these shares, 62,019 shares are owned
    indirectly by Mr. Glassman through affiliates and 721,089 shares underlie
    presently exercisable options owned by Mr. Glassman.  Mr. Glassman's
    affiliates have disclaimed beneficial ownership over all of these shares.
    Mr. Glassman disclaims beneficial ownership over shares and options owned
    by his wife, Iris S. Glassman.
	
(4) Includes 26,098 shares owned indirectly by Mr. Glassman through affiliates.
    Mr. Glassman's affiliates have disclaimed beneficial ownership over these
    shares.  Does not include 16,403 shares beneficially owned by Iris S.
    Glassman, Mr. Glassman's wife.

(5) Includes 37,283 shares issuable upon conversion of a like number of shares
    of Class B Common Stock, 6,800 shares owned indirectly by Mrs. Glassman
    through affiliates, 40,220 shares owned indirectly by Mrs. Glassman as
    trustee for her children's trusts and 168,070 shares underlying presently
    exercisable options.  Mrs. Glassman disclaims beneficial ownership over
    all shares beneficially owned by her husband, Daniel Glassman.

(6) Includes 20,880 shares owned indirectly by Mrs. Glassman as trustee for the
    Bradley Glassman 1995 Trust.  Mrs. Glassman disclaims beneficial ownership
    over all shares of Class B Common Stock beneficially owned by her husband,
    Daniel Glassman.

(7) Includes 43,610 shares issuable upon conversion of a like number of shares
    of Class B Common Stock, 1,780 shares owned indirectly by Mr. Hillman
    through an affiliate and 65,568 shares underlying presently exercisable
    options.  Mr. Hillman's affiliate has disclaimed beneficial ownership over
    shares owned by it.

(8) Includes 5,000 shares underlying presently exercisable options.

(9) Includes 7,300 shares underlying presently exercisable options.

(10) Includes 10,192 shares issuable upon conversion of a like number of shares
     of Class B Common Stock.  Of these shares 48,446 shares underlie presently
     exercisable options.

(11) 1,000 shares are owned indirectly as trustee for Mr. Dubin's children.
     Includes 12,500 shares underlying presently exercisable options.

(12) Includes 12,000 shares underlying presently exercisable options.


Item 12.	Certain Relationships and Related Transactions

During 1998 and 1997, the Company received administrative support services
(consisting principally of advertising services, mailing, copying, data
processing and other office service) which were charged to operations from
Banyan, an affiliated company, amounting to $184,800 and $135,000, respectively.

The Company leases 14,100 square feet of office and warehouse space at 383 Route
46 West, Fairfield, New Jersey, pursuant to a lease expiring on January 31, 2003
with Daniel Glassman, the Company's Chairman and President, and his wife Iris
Glassman, Treasurer of the Company.  This lease is renewable at the Company's
option for two consecutive five year terms. Rent expense, including the
Company's proportionate share of real estate taxes, was approximately $228,000
and $194,000 1998 and 1997, respectively.

Item 13.	Exhibits, List and Reports on Form 8-K

	(a)	Exhibits
   		27. Financial Data Schedule

 (b) Reports on Form 8-K

On October 1, 1998, the Company entered into an agreement with Proctor & Gamble
Pharmaceuticals, Inc. (P&G) to acquire the right to the BRONTEX(R) Products,
consisting of two prescription upper respiratory drugs ("BRONTEX(R) Products").
The acquisition closed as of October 1, 1998.  The purchase price was $1,842,000
which was paid $614,000 cash at the closing and a Promissory Note in the amount
of $1,228,000 payable sixteen months after closing.  P&G will manufacture the
BRONTEX(R) Products for the Company under a separate supply agreement.

The BRONTEX(R) Products, which represent an extension of the Company's existing
line of prescription pharmaceuticals, will be promoted primarily through the
distribution of samples to the same respiratory physician specialist currently
targeted by the Company's existing national pharmaceutical sales force.  The
Company does not expect future selling, general and administrative expenses,
exclusive of the sample costs and amortization of the acquired rights to
BRONTEX(R) Products, to be impacted significantly from the selling of the
BRONTEX(R) Products.

Exhibit 
Number                        Description of Document
-------                       -----------------------


3.1	   Certificate of Incorporation of the Company, as amended (Incorporated
     by reference from the Company's Proxy Statement for the 1998 Annual
     Meeting)

3.2  	 By-laws of the Registrant, as amended (Incorporated by reference from
     the Company's Proxy Statement for the 1998 Annual Meeting)

4.1  	 Placement Agent's Unit Purchase Option (Incorporated by reference from
     the Company's Proxy Statement for the 1998 Annual Meeting)

10.1	1990 Stock Option Plan, as amended (Incorporated by reference to
     Exhibit 10.1 to the Company's Annual Report on Form 10-KSB for the
     year ended December 31, 1996

10.2	Form of 11% Subordinated Note dated June 14, 1990 (Incorporated by
     reference to exhibit 10.6 to the Company's Registration Statement on
     Form S-1, Registration No. 33-36120)

10.3	Asset Purchase Agreement between the Company and Hoechst Roussel
     Pharmaceuticals Incorporated (Incorporated by reference to Exhibit
     10.10 to the Company's Registration Statement on Form S-1, Registration
     No. 33-36120)

10.4	Asset Purchase Agreement dated December 15, 1992 between the Company,
     Upsher Smith and Kenneth Evenstad (Incorporated by reference to
     Exhibit 10.1 to the Company's Current Report on Form 8-K for an event
     dated December 15, 1992)

10.5	Manufacturing Agreement dated December 15, 1992 between the Company,
     Upsher Smith and Kenneth Evenstad (Incorporated by reference to
     Exhibit 10.2 to the Company's Current Report on Form 8-K for an event
     dated December 15, 1992)

10.6	Asset Purchase Agreement dated March 30, 1993 between the Company and 
     Tsumura Medical Inc. (Incorporated by reference to Exhibit 10.9 to the
     Company's Annual Report on Form 10-K for the year ended December 31,
     1992)

10.7	Trademark Security Agreement dated March 30, 1993 between the Company
     and Tsumura International Inc. (Incorporated by reference to Exhibit
     10.10 to the Company's Annual Report on Form 10-K for the year ended
     December 31, 1993)

10.8	Purchase Agreement dated November 10, 1993 between Berlex and the
     Company, as amended by Amendments Numbers One and Two thereto, dated
     November 19, 1993 and December 9, 1993, respectively (Incorporated by
     reference to Exhibits 10.1 through 10.3 to the Company's Current
     Report on Form 8-K for an event dated December 10, 1993)

10.9   Trademark Security Agreement dated December 9, 1993 between Berlex and
     the Company (Incorporated by reference to Exhibit 10.4 to the Company's
     Current Report on Form 8-K for an event dated December 10, 1993)

10.10  Supply and Distribution Agreement dated December 9, 1993 between
      Berlex and the Company (Incorporated by reference to Exhibit 10.5 to
      the Company's Current Report on Form 8-K for an event dated December
      10, 1993)

10.11  Form of Plan of Merger dated as of January 31, 1994 between Doak and
      the Company (Incorporated by reference to Exhibit 10.2 to the Company's
      Current Report on Form 8-K for an event dated February 14, 1994)

10.13	Consulting Agreement dated as of January 31, 1994 between the Company
      and Dr. Krafchuk (Incorporated by references to Exhibit 10.3 to the
      Company's Current Report on form 8-K for an event dated February
      14, 1994)


10.14	Consulting Agreement dated as of January 31, 1994 between the Company
      and Mrs. Krafchuk (Incorporated by reference to Exhibit 10.4 to the
      Company's Current Report on Form 8-K for an event dated February 14,
      1994)

10.15	Lease Modification Agreement dated as of February 1994 between
      Dermkraft, Inc, and Doak (Incorporated by reference to Exhibit 10.6
      to the Company's Current Report on Form 8-K for an event dated
      February 14, 1994)

10.16	Purchase and Assignment Agreement between Upjohn and the Company.
      (Incorporated by reference to Exhibit 10.21 to the Company's Annual
      Report on Form 10-K for the year ended December 31, 1993)

10.17	Amendment No. 4 dated January 6, 1996 to the Asset Purchase Agreement
      dated November 10, 1993 between Berlex Laboratories, Inc. and the
      Company (Incorporated by reference to Exhibit 10.1 to the Company's
      current Report on Form 8-K for an event dated January 5, 1996)

10.18	Security Agreement, dated as of January 5, 1995, between the Company
      and Berlex Laboratories, Inc. (Incorporated by reference to Exhibit
      10.2 to the Company's Current Report on Form 8-K for an event dated
      January 5, 1996)

10.19	Amendment to Trademark Security Agreement, dated as of January 5, 1995,
      between the Company and Berlex Laboratories, Inc. (Incorporated by
      reference to Exhibit 10.3 to the Company's Current Report on Form
      8-K for an event dated January 5, 1996)

10.20	Settlement Agreement, dated as of September 30, 1996, among the
      Company, Stiefel Canada, Inc., Trans CanaDerm, Inc. and Louis Vogel
      et. al. (Incorporated by reference to Exhibit 10.1 to the Company's
      Current Report on Form 8-K for an event dated September 30, 1996)

10.21	Amendment No. 5 dated as of December 23, 1996, to Asset Purchase
      Agreement between the Company and Berlex (Incorporated by reference
      to Exhibit 10.1 to the Company's Current Report on Form 8-K for an
      event dated December 23, 1996).

10.22	Security Agreement and subsidiary Security Agreement, dated as of
      December 23, 1996, among Doak Dermatologics, Inc. and Berlex
      (Incorporated by reference to Exhibit 10.2 to the Company's Current
      Report on Form 8-K for an event dated December 23, 1996).

10.23	Confession of Judgement from the Company and Doak Dermatologics, Inc.
      with respect to the March 1997 payment (Incorporated by reference to
      Exhibit 10.3 to the Company's Current Report on Form 8-K for an event
      dated December 23, 1996).

10.24	Amendment No. 6 to Asset Purchase Agreement, dated as of September 19,
      1997, between the Company and Berlex

10.25	Warrant to Purchase up to 750,000 Shares of Class A Common Stock of
      the Company issued to Berlex

10.26	Loan and Security Agreement, dated as of September 19, 1997, among
      CIT, the Company, Doak, Bradley Pharmaceuticals (Canada), Inc. and
      Bradley Pharmaceuticals Overseas, Ltd.

10.27	Assignment, Security Agreement and Mortgage - Trademarks and Patents,
      dated as of September 19, 1997, between the Company and CIT

10.28	Assignment, Security Agreement and Mortgage - Trademarks, dated as of
      September 19, 1997, between Doak and CIT

10.29	Guaranty dated September 19, 1997 of Daniel Glassman Issued to CIT

21.1	 Subsidiaries of the Registrant (Incorporated by reference to Exhibit
      21.1 to the Company's Annual Report on Form 10-KSB for the year ended
      December 31, 1996)

23.2	 Consent of Grant Thornton LLP

24.1	 Power of Attorney (see page II-5)


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


                         BRADLEY PHARMACEUTICALS, INC.


                           By/s/Daniel Glassman
                           -----------------------------
                           Daniel Glassman
                           Chairman of the Board






Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.

DATE               SIGNATURE                             TITLE
----               -------------------                   ------

March 9, 1999      /s/Daniel Glassman            Chairman of the Board
                   -----------------------       President and Chief
                   (Daniel Glassman)             Financial Officer

March 9, 1999      /s/Iris S. Glassman           Treasurer and Director
                   -----------------------
                   (Iris S. Glassman)

March 9, 1999      /s/David H. Hillman           Secretary and Director
                   -----------------------
                   (David H. Hillman)

March 9, 1999      /s/Philip W. McGinn, Jr.      Director
                   -----------------------
                   (Dr. Philip W. McGinn, Jr.)

March 9, 1999      /s/Seymour I. Schlager        Director
                   -----------------------
                   (Dr. Seymour I. Schlager)

March 9, 1999      /s/Alan G. Wolin              Director
                   -----------------------
                   (Dr. Alan Wolin)