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, 1997

             [__] 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)

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

   	383 Route 46 W., 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, No 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:		$15,023,762

The aggregate market value of the Class A voting stock held by 
nonaffiliates of the Registrant as of 
March 18, 1998 was approximately $19,171,964. 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 18, 1997, 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 18, 1998__

Class A	           			       8,180,038
Class B		          		          431,522

Documents incorporated by reference:	None



PART I

Item 1		Business

General

The Company

	Bradley Pharmaceuticals, Inc. (the "Company") manufactures and 
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, 
respiratory, personal hygiene and internal medicine brands (marketed by 
the Company's Kenwood Laboratories division "Kenwood").  Substantially 
all of the Company's dermatological product lines are manufactured and 
packaged at Doak's Westbury, New York facility.  The Company's other 
product lines are primarily manufactured and supplied by independent 
contractors under the Company's quality control standards and marketed 
primarily to wholesalers. The wholesalers, in turn, distribute the 
Company's products to retail outlets and healthcare 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 which 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 environment 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 and 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 owing 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 
successive 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 from time to time announced by The Chase 
Manhattan Bank at its prime rate of interest 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.  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 which 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.

Material Product Acquisitions

	The Company commenced operations in January 1985 with the purchase 
of certain rights (principally trademarks) to a line of dermatological 
products from Alvin Last Co., Inc.

	In August 1985, the Company acquired certain trademark rights to 
several vitamin and nutritional products and certain other assets from 
Kenwood Laboratories.  

	In September 1988, the Company acquired rights to certain products 
from Schering-Plough Corporation, including TYZINE(r), a nasal 
decongestant, NITROGLYN(r), nitroglycerin capsules, IRCON(r), an iron 
supplement, and IPSATOL(r), a cough medicine.

	In August 1991, the Company acquired certain rights, including the 
trademark to the over-the-counter cold and allergy medication 
DUADACIN(r), from Hoechst Roussel Pharmaceuticals, Inc.

	In April 1992, the Company acquired certain rights, including the 
trademark, to the over-the-counter laxative NEOLOID(r), from American 
Cyanamid Company.

	In October 1992, the Company acquired the assets of Ram 
Laboratories ("RAM"), a pharmaceutical company.  RAM specializes in 
marketing healthcare products to the Hispanic market in the United 
States and Puerto Rico.

	In December 1992, the Company acquired certain rights, including 
the trademark and patent, to the personal lubricating insert LUBRIN(r) 
("LUBRIN(r)"). In connection with this acquisition, the Company granted 
Upsher-Smith a security interest in LUBRIN(r) and the associated 
intangible assets to secure its repayment obligation with respect to 
certain deferred amounts incurred.  The Company and Upsher-Smith 
Laboratories Inc. ("Upsher-Smith") have since entered into a 
manufacturing contract, renewable annually, whereby Upsher-Smith will 
manufacture LUBRIN(r) for the Company.

	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 and a 
license to market GLANDOSANE(r), a synthetic saliva aerosol product used to 
alleviate dry mouth caused by various treatments and illnesses.  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 Upjohn 
Company ("Upjohn") all United States manufacturing, packaging and 
proprietary rights, including all trademarks and registrations, to two 
prescription products, ADEFLOR M(r), a vitamin and mineral tablet with 
fluoride, and 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 
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. 

The Company did not acquire any products during Fiscal 1997.

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 consideration paid by the Company 
for Doak was approximately $1.4 million.

Products

	The following is a list of products, by therapeutic category that 
are marketed and distributed by the Company as of March 18, 1998.  All 
of the Company's products are available over-the-counter, with the 
exception of DECONAMINE(r), PAMINE(r), CARMOL(r) HC, CARMOL(r) 40,  
ADEFLOR M(r), NITROGLYN(r), TYZINE(r), and GLUTOFAC(r)-ZX, each of which 
is a prescription pharmaceutical.

Dermatological Products		                     			Uses

ACID MANTLE(r)		                             				Skin acidifier

BURO-SOL(r) Antiseptic Powder (4 oz.)        				Skin care

CARMOL(r) HC - 1% Hydrocortisone Acetate	    	  	Rx Product for a variety of
Cream (1 oz.)			                          		    	dermatological conditions

CARMOL(r)-10 Deep Moisturizing               				Skin care
Lotion (6 oz.) and CARMOL(r)-20 Cream (3 oz.)

CARMOL(r) 40 - 40%	                        				 	Rx Potent tissue-softener
(Carbamide Cream)

DOAK(r) DERMATOLOGY Products		                 		Mostly coal tar based
                                                 therapies

FORMULA 405(r)		                             				Variety of topical products
                                                 for the skin, hair and nails

FORMULA 405(r) A*H*A                            	Alpha Hydroxy Acid skin care

OMIDERM(tm)		                               					Wound and burn dressings in
						                                        		 various sizes	

SULFOAM(r) Medicated Anti-dandruff	           			Control of dandruff
 Shampoo (8 oz.)

Dermatological Products		                    				Uses

SULPHO-LAC(r) Acne Medication                				Treatment of acne
(1.0 oz. tube and 1.75 oz. jar)

SULPHO-LAC(r) Medicated Soap (3 oz.)          			Treatment of acne

TERSASEPTIC(r)	                              				Skin cleanser

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

Nutritional Products	                        				Uses

ADEFLOR M(r)   (100s)                        				Rx Vitamins and minerals with
						                                          	sodium fluoride

APATATE(r) Liquid (4 oz. and 8 oz.)            		B-complex supplement for
                                                 nutritional deficiencies 
                                                 associated with illness in
                                                 adults or children

APATATE(r) Tablets (50s)                    					Same as above

APATATE(r) FORTE Liquid (8 oz.)               			High-potency nutritional
                                                 supplement containing eight 
                                                 essential vitamins and minerals
                                                 plus L-lysine

GLUTOFAC(r) Caplets (90s)		                    		Vitamin/mineral supplement for
                                                 replenishing nutrients in
                                                 patients with conditions such
                                                 as diabetes mellitus,
                                                 alcoholism, psychological
                                                 stress, or chronic illness

GLUTOFAC(r)-ZX Capsules   (60's)		              	Rx high-potency multivitamin
                                          							and multimineral supplement
                                                 including	zinc and folic acid

I*L*X(r) Elixir (8 oz.);		                    			Iron supplement for nutritional
I*L*X(r) B12 Elixir (8 oz.);				                	and iron deficiency anemias
I*L*X(r) B12 Sugar Free Elixir (8 oz.);		
I*L*X(r) B12 Caplets (100s)

IRCON(r) (100s)	                            					Iron supplement

IRCON(r)-FA (100s)		                          			Iron supplement with folic acid

KENWOOD THERAPEUTIC LIQUID(r) (8 oz.)          		Vitamin/mineral supplement
                                                 for children and adults with
                                                 poor diet



Internal Medicine Products	                   			Uses

NITROGLYN(r) Extended Release Nitroglycerin    		Rx For the prevention of
Capsules 2.5 mg.; 6.5 mg., 9.0 mg.; (100s)	      angina pectoris (due to 
                                                 coronary artery disease)

PAMINE(r) 2.5 mg. Tablets   (100s)               Rx Anticholinergic/anti-
                                                 spasmatic

Respiratory Products	                        				Uses

DECONAMINE(r) SR Capsules	                    			Rx Sustained release anti-
(HCL 120 mg.) Rx  (100s; 500s)	                   histamine	decongestant

DECONAMINE(r) Chewable Tablets                 		Rx Pediatric antihistamine/
(HCL 15 mg.) Rx  (100s)                          decongestant

DECONAMINE(r) Dye-Free Syrup		                 		Rx Liquid antihistamine/
(HCL 30 mg.) Rx  (473 ml)                         decongestant

DECONAMINE(r) Dye-Free Tablets		                	Rx Antihistamine/decongestant
(HCL 60 mg.) Rx  (100s)				

DECONAMINE(r) CX Liquid (HCL 5mg.) 			           Rx Liquid antitussive/expec-
  (473 ml)                                       torant						

DECONAMINE(r) CX Tablets (HCL 5mg.)	Rx          	Rx Antitussive/expectorant
  (100s)

DUADACIN(r) Capsules (100s; 1000s;               Antipyretic/analgesic/decon-
Dispense-A-Pak [125 unit packs of 8])            gestant	 

IPSATOL(r) Cough Formula (4 oz.)             				Pediatric antitussive/expec-
                                                 torant 

TYZINE(r) (tetrahydrozoline HCl)			              Rx Nasal decongestant
 Solution   30 ml; Spray   15 ml;	
 Pediatric Nasal Drops   15 ml

Personal Hygiene Products                    				Uses

GLANDOSANE(r) (15 ml)	                        			Mouth moisturizer

LUBRIN(r) Inserts (5s, 12s)	                  			Personal lubricating inserts

NEOLOID(r) Castor Oil (4 oz.)	                			Laxative



New Beauty Patch Product

	The Company, through its Doak subsidiary, launched during October 
1997, an evening dermal, anti-wrinkle patch, LE PONT(r).  This patch, 
which has been designed to release, throughout an eight-hour period 
during the night, Vitamin C, is perceived by the Company as a new 
alternative anti-wrinkle product.  The Company and Osmotics Corporation, 
the manufacturer of the product, have entered into a distribution 
agreement pursuant to which, among other things, the Company has been 
granted, through December 1998, the exclusive, and thereafter, the non-
exclusive, U.S. and International distribution rights for this product 
in consideration for a royalty against sales.

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, manufactures and packages, for its 
own account, its Doak product line, including FORMULA 405(r), DOAK(r) 
DERMATOLOGY, CARMOL(r), ACID MANTLE(r) and TRANS-VER-SAL(r) products. 
These products represented during fiscal years ended December 31, 1997 
and 1996, approximately 34% and 32%, respectively, of the Company's net 
sales.  The Company currently does not manufacture any products outside 
of its Doak product line.  Further, the Company does not anticipate 
doing any contract manufacturing or packaging for unaffiliated third 
parties.

	The Company generally purchases its products from nineteen 
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 19% and 16% of the Company's cost of 
goods sold for 1997 and 1996, respectively.  No other vendor, packager 
or manufacturer accounted for more than 10% of the Company's cost of 
goods sold for 1997 or 1996.  Management believes it can promptly obtain 
replacement manufacturing and packaging arrangements on acceptable 
terms.  Consequently, the Company believes that a loss of any or all of 
its current vendors, manufacturers or packagers would not have a 
material adverse effect on the Company's business operations.

	With the exception of arrangements relative to LUBRIN(r) and the 
Company's new beauty patch product, LE PONT(r), the Company does not 
have any licensing, manufacturing or other supply agreements with its 
manufacturers or suppliers. Consequently, any of the Company's 
manufacturers or suppliers could terminate their relationship with the 
Company at any time, without liability to the Company.  Management 
believes it can promptly procure replacement manufacturing arrangements 
on acceptable terms and, as a precautionary measure, has begun to 
arrange for alternative manufacturers for each of the Company's 
pharmaceutical products.


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 1,425 active accounts, of which 
there are approximately 200 wholesalers, 700 retail chains and stores, 
300 doctors and institutional accounts, 125 government entities and 100 
managed care providers.

	During 1997, three wholesale customers accounted for approximately 
15%, 12% and 12%, respectively, of the Company's net sales.  During 
1996, the same three wholesale 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 1997 or 1996.  
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 45%, 51% and 40%, 
respectively, of the Company's 1997, 1996 and 1995 net sales.  The 
DECONAMINE(r) product line, consequently, will have a material effect on 
the Company's future operations.

	Doak's TRANS-VER-SAL(r) products accounted for approximately 10% 
of both the Company's 1997 and 1996 net sales.  ACID MANTLE(r) accounted 
for approximately 4% of net sales for both 1997 and  1996 net sales.  
Doak's other products, including Formula 405(r), accounted for 
approximately 10% and 18%, of the Company's 1997 and 1996 net sales.  
Doak's products are all categorized below as dermatologic products.

	The Company' 1997, 1996 and 1995 net sales volume percentages by 
category category were as follows:

                           			Fiscal 	Fiscal	  Fiscal	
                            			1997    1996    1995   

Respiratory		                   50%     56%     46%
Dermatologic	                 	 40%     32%     40%
Personal Hygiene              	  4%      4%      3%
Nutritional                      5%      6%      6% 
Internal Medicine                1%      2%      5%

	Sales of the Company's DECONAMINE(r) product line and other 
cough/cold/flu products are concentrated in the fall and winter months.  
Consequently, sales revenues of 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 
of the Company's products and related literature to physicians to 
encourage them to recommend the Company's products to their patients.  
The Company's marketing department consists of a Senior Vice President 
of Marketing and Business Planning, Kenwood Product Manager, Doak 
Product Manager and a Customer Service Manager.

	The sales department consists of a Vice President of Sales, 
Regional Sales Director, four district managers, a U.S. Government 
representative, 23 full time and one part time salespersons located in 
Alabama, New Jersey, Georgia, California, Puerto Rico, Tennessee, Texas, 
Florida, Pennsylvania and New York.   The Company's sales force also 
attends medical conventions to increase physician awareness of the 
Company's products.

	As of March 18, 1998, the Company has contracted with 19 
independent contractors to form a Drug Sample Distributor (DSD) network 
throughout the United States whose objective is to distribute samples 
and literature directly to physicians in areas inaccessible to full-time 
sales staff or in key regions where more comprehensive coverage is 
appropriate.

	The Company has made a strategic decision to concentrate selling 
and marketing resources on eight principal brands (which represents 87% 
of Fiscal 1997 Net Sales) as follows:

Kenwood Brands		                        			Specialty

DECONAMINE(r)		                          		General Practitioners, Allergists
						                                   		Pediatricians, Ear, Nose and Throat
                                   								Specialists

TYZINE(r) 	                            				General Practitioners, Allergists
				                                     		Pediatricians, Ear, Nose and Throat
				                                     		Specialists

PAMINE(r)	                             				Gastroenterologists

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

Doak Brands	                          					Specialty

CARMOL(r)	                            	 			Dermatologists, Podiatrists

TRANS-VER-SAL(r)	                       			Dermatologists, Podiatrists

ACID MANTLE(r)                         				Dermatologists

FORMULA 405(r)/A*H*A/LE PONT	            		Dermatologists/Cosmeticians


	To facilitate sales of the Company's products internationally 
(including Puerto Rico), the Company, with an international staff which 
includes a President of the Bradley International division, a full-time 
sales associate and one consultant, has entered into agreements with 26 
international pharmaceutical distributors to provide for distribution 
and promotion of the Company's products.  Approximately 13% and 11%, 
respectively, of the Company's 1997 and 1996 net sales were from 
international business.
	








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   CARMOL(r)       Finland      LUBRIN(r)        Saudi  A*H*A LINE(r)
           DECONAMINE(r)                                 Arabia CARMOL(r)
           GLUTOFAC(r)     France       TRANS-VER-SAL(r)        FORMULA 405(r)
           I*L*X(r)                                             LE PONT(r)
           KTL(r)          Hong Kong    A*H*A LINE(r)           SULPHO-LAC
           LUBRIN(r)                    CARMOL(r)               TAR PRODUCTS
           TRANS-VER-SAL(r)             DOAK LINE               TRANS-VER-SAL(r)
                                        DECONAMINE(r)
Canada     DOAK LINE(r)                 GLUTOFAC(r)   Singapore A*H*A LINE(r)
           FORMULA 405(r)               IRCON(r)                APATATE(r)
           KTL(r)                       NITROGLYN(r)            BURO-SOL(r
           LUBRIN(r)                                            LUBRIN(r)
           NEOLOID(r       Iceland      DOAK LINE               SULPHO-LAC(r)
           TAR PRODUCTS                 TRANS-VER-SAL(r)        TERSASEPTIC(r)
           TERSASEPTIC(r)               FORMULA 405(r)          TRANS-VER-SAL(r)

           TRANS-VER-SAL(r)                            Spain   TAR DISTILLATE(r)
                           Israel       LUBRIN(r)              TRANS-VER-SAL(r)
Chile      TRANS-VER-SAL(r)		           
                           Italy        TRANS-VER-SAL(r)
                                                       Taiwan  A*H*A LINE(r)
Cyprus     A*H*A LINE      Jamaica      APATATE(r)             FORMULA 405(r)
           IPSATOL(r)                   I*L*X(r)       
           IRCON(r)                     IPSATOL(r)     Vietnam A*H*A LINE(r)
           KTL(r)                       IRCON(r)               FORMULA 405(r)
           LUBRIN(r)
           TYZINE(r)       Jordan       A*H*A LINE(r)
                                        CARMOL(r)
Denmark    TRANS-VER-SAL(r)             DOAK TAR
                                        FORMULA 405(r)
Dominican  APATATE(r)                   TRANS-VER-SAL(r)
Republic   DUADACIN(r)
           GLUTOFAC(r)     Portugal     TRANS-VER-SAL(r)
	          IRCON(r)
           I*L*X(r)        Puerto Rico  COMPLETE BRADLEY
           KTL(r)                       LINE
           LUBRIN(r)

El Salvador A*H*A LINE(r)






                THE COMPANY'S INTERNATIONAL MARKETING STATUS



                     EXPECT TO MARKET WITHIN A YEAR*


EXPECT TO MARKET WITHIN A YEAR*        WORKING ON REGISTRATION*

Austria	       	LUBRIN(r)              Belgium        TRANS-VER-SAL(r)
              		TRANS-VER-SAL(r)
                                       Cyprus         APATATE(r)
Bangladesh     	LUBRIN(r)                             DECONAMINE(r)
	              	TRANS-VER-SAL(r)                      GLUTOFAC(r)

China         		NITROGLYN(r)           Dominican
                                       Republic       FORMULA 405(r)
Dominican
Republic      		CARMOL(r)              Egypt          CARMOL(r)
	              	DECONAMINE(r)                         DOAK LINE
	              	TRANS-VER-SAL(r)                      SULPHO-LAC(r)
                                                      TRANS-VER-SAL(r)
El Salvador    	CARMOL(r)
	              	TRANS-VER-SAL(r)       Guatemala      APATATE(r)
                                                      DECONAMINE(r)
France        		TRANS-VER-SAL(r) 12MM                 FORMULA 405(r)
                                                      IRCON(r)
Hong Kong       DUADACIN(r)                           LUBRIN(r)
                                                      TRANS-VER-SAL(r)
Ireland       		TRANS-VER-SAL(r)
                                       Israel         CARMOL 10 & 20(r)
Israel        		TRANS-VER-SAL(r)
                                       Malta          CARMOL(r)
Italy         		LE PONT(r)                            DECONAMINE(r)
                                                      I*L*X(r)
Korea         		FORMULA 405(r)                        IPSATOL(r)
              		LE PONT(r)                            TRANS-VER-SAL(r)

Lebanon       		DOAK LINE(r)           Panama         APATATE(r)
	              	TRANS-VER-SAL(r)                      DUADACIN(r)
                                                      GLUTOFAC(r)
Malaysia      		LUBRIN(r)                             IRCON(r)
	              	TRANS-VER-SAL(r)
                                       Russia         DUADACIN(r)
Mexico        		CARMOL 10 & 20(r)
	              	LE PONT(r)             Turkey         DECONAMINE(r)
	              	SULPHO-LAC(r)
                                       Yemen          DECONAMINE(r)
Singapore      	CARMOL 10 & 20(r)                     DUADACIN(r)
                                                      GLUTOFAC(r)
Turkey        		LUBRIN(r)
	              	TRANS-VER-SAL(r)

United Kingdom 	TRANS-VER-SAL(r)

Zimbabwe       	TRANS-VER-SAL(r)

* Although the Company anticipates that it will receive the necessary 
approvals to market its products in the countries listed above, there can be no 
assurance that such approvals will be received 

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 
introduced. 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, 
(including the products manufactured by the Company) 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 marketplace 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 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 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-K, the Company has paid 
approximately $225,000 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 Agreement, 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 (approximately 11%).  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 pharmaceutical 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 trademarks owned by the Company 
infringe on any trademarks owned or used by others.

Human Resources

	As of March 18, 1998, the Company employed 69 full and 40 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 development.  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.

	Richard H. Mann, D.P.M., P.A. is a doctor of podiatric medicine, 
board-certified in foot and ankle surgery and microscopic laser surgery 
of the foot, and a Fellow of the Academy of Ambulatory Foot Surgeons.  
Dr. Mann received his B.A. from City University of New York and his DPM 
from New York College of Podiatric Medicine. Dr. Mann has developed 
several new 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 a 
recognized as an international authority on paranasal sinus disease and 
has written the authoratative 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 Otolarygology, Wilford Hall USAF Medical Center, 
and Clinical Professor of Otolarynogology/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.

	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 reasonable expenses should 
he provide services to the Company.


Environmental Matters

     On April 8, 1994, the Company was apprised by the New York State 
Department of Environmental Conservation ("NYSDEC") that Doak's current 
leased manufacturing facility located on adjoining parcels at 67 
Sylvester Street and at 62 Kinkel Street, Westbury, New York, is located 
in the New Cassel Industrial Area, which had been designated by the 
NYSDEC on the Registry of Inactive Hazardous Waste Sites (the 
"Registry").  The real property on which Doak's current manufacturing 
facility is situated is owned by and leased to the Company by Dermkraft, 
Inc., an entity owned by the former controlling shareholders and 
officers of Doak. 

	On February 7, 1995, the Company was apprised by the NYSDEC that 
the current manufacturing facility will be excluded from the Registry.  
By letter dated April 21, 1995, the NYSDEC notified the Company that it 
intended to investigate the Company's current manufacturing facility to 
determine if hazardous substances had previously been deposited on that 
property.  By letter dated October 24, 1995, NYSDEC notified Dermkraft, 
Inc. that the current manufacturing facility is included in or near an 
inactive hazardous waste site described as "Kinkel and Sylvester 
Streets" and that NYSDEC intends to conduct a Preliminary Site 
Assessment to study the site and immediate vicinity. The Company has 
been advised that NYSDEC has made a preliminary determination to include 
the 62 Kinkel Street portion of the current manufacturing facility on 
the Registry and that the 67 Sylvester Street portion of the facility 
will not be included, but those determinations could be changed before 
they are finalized. Thereafter, by letter dated May 3, 1996 and 
addressed to Dermkraft, Inc., the NYSDEC notified Dermkraft that the 
site at 62 Kinkel Street has been listed on the Registry due to the 
presence of trichloroethylene ("TCE") in soils and groundwater due to 
the use of TCE by LAKA Tools and Stamping and LAKA Industries, a former 
tenant from 1971 through 1984.  The NYSDEC documents refer to Doak as 
the current tenant but do not refer to any activities of Doak or the 
Company as a basis for the listing in the Registry.  The Company cannot 
at this time determine whether the cost associated with the 
investigation and required remediation, if any, of the current 
manufacturing facility will be material.  With respect to the former 
manufacturing facility on Magnolia Avenue, which remains designated by 
the NYSDEC as part of the Registry, management believes, but no 
assurance can be given, that Doak will not be obligated to contribute to 
any remediation costs, if any are required.


Item 2.	Properties

	The Company leases 14,000 square feet of office and warehouse 
space at 383 Route 46 West, Fairfield, New Jersey, pursuant to a lease 
expiring on July 31, 1998 with Daniel Glassman, the Company's Chairman 
and President, and Iris Glassman, Mr. Glassman's wife and Treasurer of 
the Company.  This lease is renewable at the Company's option.  The 
Company currently intends to renew this lease for an additional two year 
term (the "Renewal Term").  Rent expense, including the Company's 
proportionate share of real estate taxes, was approximately $194,000 and 
$176,000 for 1997 and 1996, respectively.

	In connection with the Doak acquisition, Doak entered into a three 
year lease with the former principal stockholders of Doak for the Doak 
manufacturing facility (the "Doak Lease").  The Doak manufacturing 
facility is located in Westbury, New York and consists of approximately 
11,000 square feet.  The Doak Lease runs through February 1999 and rent 
expense is approximately $60,000 per annum.  

	During 1997 and 1996, Doak leased additional warehouse space in a 
separate facility in Westbury, New York at a cost (based upon square 
footage utilized) of $67,500 and $55,400 per annum, respectively.

	During 1997 and 1996, the Company rented 760 square feet of office 
space in Chicago, Illinois at cost of $10,000 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 and Doak have been named defendants in a lawsuit filed 
in the Supreme Court of the State of New York, County of Nassau, Index 
Number  96-32988, Captioned Michael Schiliro, individually and as the 
father and natural guardian of Joseph M. Schiliro, a minor vs. Erick L. 
Roland, Doak Dermatologics and Bradley Pharmaceuticals, Inc.  This 
lawsuit was commenced on November 29, 1996.  The complaint alleges, 
among other things, that the Company and Doak were negligent in their 
hiring and supervision of one of their employees.  The employee in 
question, in turn, allegedly committed an assault against one of the 
plaintiffs to this litigation.  The complaint seeks $600,000 of 
compensatory damages from the Company and Doak and punitive damages of 
$1,000,000. The Company believes that it has meritorious defenses to the 
allegations brought against it. 

There are no other material legal proceedings to which the Company is a 
party.


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 Fiscal 1997.



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( 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( 
for the periods indicated.

                                     						High Sale	        Low Sale


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

Fiscal year ended December 31, 1996
	First quarter		                          	 $ 2.09  		        $ 1.09
	Second quarter			    	                       1.81		            1.22
	Third Quarter			    	                        1.66	             0.78
	Fourth quarter			    	                       1.53		            0.63

	On March 18, 1998 the last sale price for shares of the Company's 
Class A Common Stock as reported by the Nasdaq National Market was $2.34 
per share.  At March 18, 1998, 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 2,700 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 organization 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 outstanding at March 18, 1998.  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 18, 1998, there were outstanding  8,180,038 shares 
(exclusive of 157,715 shares held in treasury) of Class A Common Stock. 

	This document may contain forward-looking statements which 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, 1997, the Company had working capital of $ 27,232, 
an increase of $2,856,032 over the December 31, 1996 negative working 
capital of $ ($ 2,828,800).  The Company's working capital position for  
1997 was positively affected by the final restructuring and subsequent 
closing of the Berlex transaction.

	During 1997, the Company effectively reduced its accounts payable 
and accrued expense balances, as compared to its balance at December 31, 
1996, by $1,548,611.  This was accomplished principally by the Company's 
utilization of its operating cash flow as well as proceeds from the CIT 
line of credit to settle outstanding amounts due to vendors. The Company 
was able to reduce accounts payable and accrued expenses by negotiating 
settlements with certain vendors and Berlex (as it related to accrued 
interest). The Company also instituted cost savings initiatives by 
reducing samples, materials and finished goods inventory on hand. The 
Company continues to reduce the impact of managed care and government 
contracts by canceling unprofitable contracts and increasing prices on 
others.  

	The Company's 1997 working capital position was further favorably 
affected by the September 1997 Berlex Restructuring.  At the Closing, on 
September 19, 1997, in satisfaction of all outstanding obligations then 
owing 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 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, represented, at the time of issuance, approximately 19% of the 
outstanding Class A Common Stock of the Company) and (iii) agreed to 
issue to 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 antidulution 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.  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 successive 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 from time to time announced by The 
Chase Manhattan Bank as its prime rate of interest 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.

 Accounts Receivable decreased by approximately $1,000,000 over the 1996
amounts due to more timely receipt and processing of chargebacks.  The accrual
for chargebacks and rebates decreased by approximately $400,000 reflecting
the above improvement in the receipt and processing of chargebacks, $357,000
in monetary concessions and the release of $229,000 of previously recorded
reserves for chargebacks and rebates.
 	
 It is not currently possible for the Company to predict how its 
operations and financial condition will be affected if the DECONAMINE  
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-K, the Company has paid 
approximately $225,000 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. 

 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 $28,600 during 
Fiscal 1997 based upon current participants in the plan.

	In addition, the Company, during January 1997, began a program to 
repurchase in open market transactions over the next twenty-four months, 
up to 5% of its outstanding Class A Common Stock.  As of March 18, 1998, 
the Company has repurchased 157,715 shares of Class A Common Stock at a 
total cost of $254,200.  These shares are held by the Company as 
treasury shares to be used for purposes deemed necessary by the 
Company's Board of Directors, including funding the Company's 401(k) 
Retirement Plan matching contribution.

 Based upon a review of its computer operations, the Company has 
determined that its costs related to the Year 2000 problem will be 
insignificant.  The Company has no internally developed software that it 
utilizes for its operations, but uses software which is compatible with 
the Year 2000.  The Company expects to upgrade its system in late 1998 
or early 1999 and will receive that upgrade in the normal course of 
business.  However, to the extend that vendors and customer or other 
third parties with whom the Company transmits data electronically are 
not Year 2000 compliant, there can be no assurance that any resulting 
problems will not have a material adverse effect on the Company.

 	This document may contain forward-looking statements which 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  product line accounted for approximately 
45%, 51% and 40%, respectively, of the Company's 1997, 1996 and 1995 net 
sales. 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 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 1997 were $15,024,000, representing an increase of 
$2,225,000, or approximately 18% from 1996.  The increase in net sales 
for Fiscal 1997 is primarily due to (i) an increase in the net average 
selling prices (after trade price adjustments) of DECONAMINE and (ii) 
strong growth from DOAK's products.

	DECONAMINE unit sales during 1997 decreased by approximately $0.8 
million, or 6%, because the Company cancelled contracts with managed 
care organizations, buying groups and the United States Government which 
fell below targeted profit contributions.  This decrease, which was 
planned by the Company, was offset by renegotiated higher prices on 
certain managed care and government contracts, the effect of which the 
Company has, and will continue to, recognize in future periods. 
Chargebacks and rebates, principally relating to DECONAMINE SR and 
CARMOL, were $5.5 million for 1997 versus $6.5 million for 1996.

	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 for the second quarter of 1997, resulting in 
increased net sales and net income of $45,000.  Additionally, during the 
second quarter of 1997, the Company released approximately $229,000 of 
the previously established chargeback and rebate reserves, resulting in 
an increase to net sales and net income. During 1997 and 1996, the 
Company received monetary concessions of approximately $357,000 and 
$275,000, respectively from managed care vendors receiving rebates.

 Chargebacks and rebates are based on the difference between prices at 
which the Company sells its products (principally DECONAMINE 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.

 Cost of Sales for 1997 were $ 4,193,000, compared to 1996 cost of sales 
which were $3,311,000, representing an increase of $882,000, or 
approximately 27%. This increase 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 1997 was 72% as compared to 74% during 
Fiscal 1996, due to the change in product mix towards more Doak 
products.

 Selling, General and Administrative Expenses were $ 8,085,000 for  1997, 
representing an increase of $ 1,137,000, or 16%.  This increase was 
primarily the result of increased sales activities, including the 
addition of sales representatives as well as increased sampling and 
promotion.  In 1996, the Company received monetary concessions of 
approximately $125,000 from its vendors and suppliers  for 
immediate payments from the proceeds of the Company's legal settlement.  
The Company will continue to review and institute cost savings in the 
future.

 Depreciation and Amortization Expenses for 1997 were $ 1,489,000, 
representing a decrease of 20%, as compared to 1996.  This decrease was 
principally due to the restructuring of the Berlex transaction as well 
as the re-estimating of the DECONAMINE amortization period. 

 Other Income for 1996 was $1,645,000, representing the settlement of a 
lawsuit involving the Company's Canadian distributor.

 Interest Expense - Net for 1997 decreased by $ 259,000, or 46% from the 
corresponding period in 1996 due to renegotiating outstanding debt with Berlex.

 Income Taxes - The income tax expense reflects the benefit derived from 
previously reserved deferred tax assets, principally net operation loss
carryforwards.  Income tax expense in 1997 was $58,000, or 6% of income before
taxes versus $150,000 in 1996, or 9% of income before taxes.

 Net Income for 1997 was $ 906,000, representing a decrease of $ 692,000 from
net income of $1,599,000 during 1996.  This decrease was principally a result
of the impact of the Company's recognizing the aforementioned legal settlement
involving the Company's Canadian distributor, net of expenses, of $1,645,000.

 Net Income Per Common Share for 1997 was $0.11 per common share, representing a
decrease for Fiscal 1997 of $0.11, as compared with net income for 1996 of
$0.22 per common share.

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                        55      Chairman of the Board, President
                                               and Chief Executive Officer

Iris S. Glassman                       55      Treasurer and Director

David H. Hillman                       57      Secretary and Director

Dr. Philip McGinn                      71      Director


Alan G. Wolin, Ph.D.                   65      Director

Robert Dubin                           50      Vice President, Sales

Gene L. Goldberg                       60      Senior Vice President-Marketing
                                               & Business  Planning

Maurice Woosley                        57      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 controlled 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 Merrill-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 has also served as a director of the 
Company from January 1985.  Mrs. Glassman is the wife of Daniel Glassman 
and has fifteen 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 product group 
manager for Lederle Laboratories.

	Dr. Philip McGinn 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.

	Alan G. Wolin, Ph. D., has served as a director of the Company 
since May 12, 1997.  Since 1988, Dr. Wolin has served as an independent 
consultant to various companies in the food, drug and cosmetic 
industries.  Between 1962 and 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 1, 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.  

	Glenn Wilson has served as plant supervisor at the Company's Doak 
Dermatologics, Inc. subsidiary since April 1994.  From 1990 to 1994, Mr. 
Wilson served as production manager for Gemini Pharmaceuticals, a New 
York based pharmaceutical company.  

	
Section 16(a) Beneficial Ownership Reporting Compliance

	Daniel Glassman, the Company's President, Chairman of the Board 
and Chief Executive Officer, may be deemed to have failed to file a Form 
4 in May 1995 disclosing a Pledge of 254,311 Class B shares then owned 
by Daniel Glassman to secure obligations of Daniel Glassman to an 
unaffiliated thrid party lender and its ramnifications (while the Pledge 
resulted in shares of Class B Common Stock being converted into shares 
of Class A Common Stock, it did not result in any increase or decrease 
in the total number of shares of capital stock outstanding).  Each 
subsequently filed Form 4 by Mr. Glassman (Form 4's were filed in each 
month from May 1995 through December 1995, in January, April, June, 
July, August,  October, November, December 1996 and in January, February 
and March 1997 failed to take into account or give effect to the 
Pledge.  Mr. Glassman has advised the Company that he will amend each 
Form 4 filings since the Pledge to appropriately disclose and give 
effect to the Pledge.

	To the Company's knowledge, none of the Company's other directors, 
executive officers or beneficial owners of 10% or more of any class of 
equity securities of the Company registered pursuant to Section 12 of 
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 
failed to file, on a timely basis, any reports required by Section 16(a) 
of the Exchange Act during Fiscal 1997.


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 fiscal years ended December 31, 1997, 1996 and 1995, 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 Fiscal 1997 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 Fiscal 1997 to the executive officers named in 
the following table except as set forth below:





                               Annual Compensation             Long-Term
                                                              Compensation
                                                                Awards       



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


Daniel Glassman             1997     $128,900    -0-              -0-
  President and             1996     $122,500    -0-           404,500(2)
  Chief Executive           1995     $ 75,200    -0-           359,589(3)
  Officer


Robert Dubin                1997     $100,600    -0-              -0-
  Vice President of Sales   1996      $70,600  $20,000           7,500
  and Contract Admini-      1995      $50,900    -0-             7,500
  stration


Gene L. Goldberg            1997     $129,400    -0-              -0-
  Senior Vice  President    1996        N/A      N/A              N/A
  Marketing and Business    1995        N/A      N/A              N/A
  Planning


Maurice Woosley             1997     $114,500    -0-              -0-
  President, Bradley        1996      $68,800    -0-             18,000
  International             1995        N/A      N/A              N/A
 
(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 
underlie options which were repriced by the Company on April 18, 1996.  
These repriced options vest at various times through 1998 and 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 repricing.  See "Report on 
Repricing of Options" below.

(3)	Of these shares, 341,589 shares underlie options granted on 
December 5, 1995.  These options are exercisable at any time prior to 
December 4, 2000 at an exercise price of $1.16875 per share, 110% of the 
fair market value for shares of Class A Common Stock on the date of 
grant.  These options were granted by agreement with the Company in 
consideration for Mr. Glassman's agreement to retire 341,589 shares of 
Class B Common Stock previously distributed to him.  The remaining 
18,000 shares underlie options granted on September 12, 1995, which 
options expire during 2000 and vest in equal, one third increments in 
1996, 1997 and 1998.  The exercise price for these 18,000 options was 
originally $3.7125 per share, approximately 110% of the fair market 
value for shares of Class A Common Stock on the original date of grant.  
These 18,000 options comprise a portion of the 373,000 options owned by 
Mr. Glassman which were repriced by the Company on April 18, 1996.  See 
"Report on Repricing of Options" below.

	Option Grants in 1997

	The following table sets forth information concerning outstanding 
options to purchase shares of the Company's Class A Common Stock granted 
during 1997 by the Company to Alan Wolin, a director during 1997.  
Neither options to purchase shares of Class B Common Stock nor stock 
appreciation rights were granted by the Company during 1997.  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 Fiscal 1996(1)   Price ($/Sh)   Date

Alan Wolin        15,000               22.06%              1.25       05/11/07

            	Aggregated Option Exercises in Fiscal 1997 and 
	                   Fiscal Year-End Option Values        

	The following table presents the value, on an aggregate basis, as 
of December 31, 1997, 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 Fiscal 1997.

                                                      Value of Unexercised
                    Number of Securities Underlying     In-The-Money
                    Unexercised Options at                Options
                      Fiscal Year-End                 at Fiscal Year-End(1)



Name                  Exercisable   Unexercisable     Exercisable  Unexercisable

Daniel Glassman        721,089        6,000             $521,208     $3,337
____________________


(1)	Based on the closing sale price of $2.000 per share of Class A 
Common Stock on December 31, 1997, 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 December 5, 1996, concurrently with Dr. Philip McGinn's 
appointment as a director of the Company, Dr. McGinn was granted options 
to purchase up to 15,000 shares of Class A Common Stock of the Company.  
These options vest in three equal and annual installments commencing on 
December 5, 1997 and expire on December 4, 2006.  These options are 
exercisable at $0.6875 per share (the fair market value per share of 
Class A Common Stock as of the date of grant).

	On January 5, 1996, Mr. David Hillman was granted options to 
purchase up to 53,568 shares of Class A Common Stock of the Company at 
an exercise price of $1.1875 per share (the fair market value per share 
of Class A Common Stock as of the date of grant).  These options vested 
immediately and expire January 4, 2006.  These options were granted by 
agreement with the Company in consideration for Mr. Hillman's agreement 
to retire 53,568 shares of Class B Common Stock previously owned by him.

	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.


                 	Report on Repricing of Options

	The following table sets forth certain information regarding 
options that were repriced by the executive officers of the Company 
listed in the Summary Compensation Table above and the directors of the 
Company in 1996.

                                   Weighted Average     Weighted Average
                    Number of       Exercise Price          Price             
Optionee         Options Repriced  Before Repricing     After Repricing

Daniel Glassman      373,000            $3.72                $1.44

Iris S. Glassman     145,192            $3.41                $1.31

David Hillman         28,750            $3.17                $1.54

Alan G. Wolin          2,300            $3.09                $1.69




Item 11.	Security Ownership of Certain Beneficial Owners and 
Management

	The following table sets forth certain information as of December 
31, 1997, 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 of Address of       Class A      Class B             Class A     Class B
Beneficial Owner   

Daniel Glassman       1,098,142(3)  316,736(4)            12.76%      73.39%
383 Route 46 West
Fairfield, NJ

Iris S. Glassman        231,373(5)   37,283(6)             2.69%       8.64%
383 Route 46 West
Fairfield, NJ

David H. Hillman        117,433(7)   43,610                1.36%      10.11%
383 Route 46 West
Fairfield, NJ

Philip McGinn, Jr.        6,528(8)    -0-                   *           -      
383 Route 46 West
Fairfield, NJ

Alan G. Wolin            65,730(9)    -0-                   *           -
383 Route 46 West
Fairfield, NJ

Robert S. Dubin           7,500(11)   -0-                   *           -
383 Route 46 West
Fairfield, NJ

Gene L. Goldberg         54,722(10)  10,192                 *         2.36%
383 Route 46 West
Fairfield, NJ

Maurice Woosley           7,752(12)   -0-                   *           -
383 Route 46 West
Fairfield, NJ

Berlex Laboratories,Inc. 1,450,000    -0-                 16.85%        -
110 East Hanover Avenue
Cedar Knolls, NJ

All executive officers   1,589,180   407,821(4)(6)        18.47%      94.50%
and Directors as a group (3)(4)(5)
(6 Persons)              (6)(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 stockholder.

(3) 	Includes 316,736 shares issuable upon conversion of a like number 
of shares of Class B Common Stock.  Of these shares, 54,117 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, 25,220 shares owned indirectly by Mrs. 
Glassman as trustee for her children's trusts and 162,070 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 2,300 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 44,446 shares underlie 
presently exercisable options.

(11) Includes 7,500 shares underlying presently exercisable options.

(12)	Includes 6,000 shares underlying presently exercisable options.

Item 12.	Certain Relationships and Related Transactions

	During Fiscal 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 $135,000. 


	In connection with the Company's satisfaction in June 1996 of the 
$1.86 million current liability then owning to Berlex, the Company 
borrowed $100,000 from various trusts established for the benefit of the 
children of Mr. Glassman and Iris S. Glassman, Mr. Glassman's wife and 
Treasurer and a Director of the Company.  This $100,000 loan was repaid 
on September 30, 1996 together with accrued interest at the rate of 16% 
per annum (approximately $4,100).

	The Company rents its Fairfield, New Jersey operating facility 
from Daniel Glassman and Iris S. Glassman pursuant to a lease expiring 
on July 31, 1998.  This lease is renewable, at the option of the 
Company, for an additional one year term.  Rent expense, including an 
allocated portion of real estate taxes, was approximately $194,000 and 
$176,000, respectively, for Fiscal 1997 and Fiscal 1996.

	During Fiscal 1996 and Fiscal 1995, Daniel Glassman, the Company's 
President and Chief Executive Officer also served as Chief Executive 
Officer of Banyan.  As such, Mr. Glassman allocated a portion of his 
working time to the business of each of the Company and Banyan (Mr. 
Glassman estimates that less than 5% of his time is spent on Banyan 
business).  During Fiscal 1996 and Fiscal 1995, Mr. Glassman received 
compensation from the Company and Banyan.

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


(a)	During the fourth quarter of 1997, the Company filed no current 
reports on Form 8-K with respect to the items and financial statements 
listed below:

(b) Exhibits


Exhibit 
Number				Description of Document

3.1		Certificate of Incorporation of the Company, as amended 
     (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report 
     on Form 10-KSB for the year ended December 31, 1996)
3.2		By-laws of the Registrant, as amended (Incorporated by 
     reference to Exhibit 3.2 to the Company's Annual Report on Form 10-KSB 
     for the year ended December 31, 1996)
4.1		Placement Agent's Unit Purchase Option (Incorporated by 
     reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for 
     the year ended December 31, 1993)
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		Stock Purchase Agreement dated as of January 31, 1994 among 
       the Company, Doak and the Krafchuks (Incorporated by reference to 
       Exhibit 10.1 to the Company's Current Report on Form 8-K for an event 
       dated February 14, 1994)
10.12		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 CanaDern, 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 18, 1998   	/s/Daniel Glassman         		Chairman of the Board
		                   Daniel Glassman)       			President and Chief
					                                         	Financial Officer 	
			                                         			(Principal Executive Officer)

March 18, 1998   	/s/Iris Glassman            	Treasurer and Director
		                (Iris Glassman)

March 18, 1998   	/s/David H. Hillman       			Secretary and Director
		                (David H. Hillman)

March 18, 1998    /s/Alan Wolin               	Director
		                (Dr. Alan Wolin)

March 18, 1998   	/s/Philip McGinn            	Director
		                 (Dr. Philip McGinn)