UNITED STATES
  
  SECURITIES AND EXCHANGE COMMISSION 
  Washington, D.C. 20549

FORM 10-K/A
  
  Amendment No.1

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

For the fiscal year
ended December 31, 2004

|_| TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) 
  OF THE SECURITIES ACT OF 1934

Commission File Number
1-31680

BRADLEY PHARMACEUTICALS,
  INC. 
  (Exact name of registrant as specified in its charter)

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

| | 383 Route
      46 W., Fairfield, NJ 
      (Address of principal 
      executive offices) |  | 07004
      
      (Zip Code) | 
| | ------------------------------------------------------------------------------------------- |  | ----------------------------- | 

Registrants telephone
number including area code: 973-882-1505

|Securities
      Registered Pursuant to Section 12(b) of the Act:      
|-----------------------------------------------------------------------
|Title
      of each class 
      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 such 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 |_| No |X|

Indicate by check mark whether
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not 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-K or any amendment to this Form 10-K.

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes |X| No |_|

The aggregate market value of the
voting common stock held by nonaffiliates of the Registrant as of June 30, 2004 was
approximately $406,510,924 (calculated by excluding all shares held by executive
officers, directors and holders known to the registrant of five percent or more of the
voting power of the registrants common stock, without conceding that such persons are
affiliates of the registrant for purposes of the federal securities laws). 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 January 12, 2006, there were
outstanding 16,820,084 shares of common stock, $.01 par value, and 429,752 shares of
Class B common stock, $.01 par value.

| |  | 
| |  | 

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TABLE OF CONTENTS

|                  | Page Numbers
|----------------- | ------------
|EXPLANATORY NOTE  | 3           
|PART IV          
|ITEM 15: Exhibits | 4           
|SIGNATURES        | 5           

| | 2 | 
| | - | 

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EXPLANATORY NOTE

This
Amendment No. 1 to the Annual Report on Form 10-K of Bradley Pharmaceuticals, Inc. (the
Company) amends the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, originally filed with the Securities and Exchange Commission on
January 27, 2006 (the Original Filing). The Company is filing this Amendment No. 1
solely to correct a typographical error in Exhibit 23.1 (the consent of Grant Thornton
LLP, dated January 27, 2006) of the Original Filing.

Except
as described above, no other changes have been made to the Original Filing. This
Amendment No. 1 does not amend or update any other information set forth in the Original
Filing and the Company has not updated disclosures contained therein to reflect any
events that occurred at a date subsequent to the date of the Original Filing.

Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment
No. 1, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley
Act of 2002, included as exhibits to the Original Filing, have been re-executed and
refiled as of the date of this Amendment No. 1 and are included as Exhibits 31.3, 31.4,
32.3 and 32.4 hereto.

| | 3 | 
| | - | 

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PART IV

ITEM 15: EXHIBITS

(a)
Exhibits

|Exhibit 
      Number |  | Description of Documents
|--------------------- |  | ------------------------

|23.1 |  | Consent
of Grant Thornton LLP
|---- |  | -----------------------------

|31.3 |  | Rule
13a-14(a) Certification of Chief Executive Officer Pursuant to           Section 302 of
the Sarbanes-Oxley Act of 2002
|---- |  | ---------------------------------------------------------------------------------------------------------------------------

|31.4 |  | Rule
13a-14(a) Certification of Chief Financial Officer Pursuant to           Section 302 of
the Sarbanes-Oxley Act of 2002
|---- |  | ---------------------------------------------------------------------------------------------------------------------------

|32.3 |  | Certification
pursuant to 18 U.S.C. Section 1350 by the Chief           Executive Officer, as adopted
pursuant to Section 906 of the           Sarbanes-Oxley Act of 2002
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.4 |  | Certification
pursuant to 18 U.S.C. Section 1350 by the Chief           Financial Officer, as adopted
pursuant to Section 906 of the           Sarbanes-Oxley Act of 2002
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4 | 
| | - | 

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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.

|February 1,
      2006 |  | BRADLEY PHARMACEUTICALS,
      INC.
|---------------------- |  | -----------------------------------

| |  | By: | /s/ Daniel
      Glassman 
      Daniel Glassman 
      Chairman of the Board, President and 
      Chief Executive Officer 
      (Principal Executive Officer)
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5 | 
| | - | 

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