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                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                    FORM 10-KSB/A

                                   AMENDMENT NO. 1
               (Amendment includes a corrected "Environmental Matters"
                 section to Part I - Item 1 and Part III - Items 10 
                            through 13 in their entirety)

                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934

          For the fiscal year                Commission File   
          ended December 31, 1996            Number  000-18881

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

                       NEW JERSEY                          22-2581418      
          --------------------------------      ---------------------------
          (State or other jurisdiction                (I.R.S. Employer     
          of incorporation or organization)          Identification No.)   

             383 ROUTE 46 WEST
             FAIRFIELD, NEW JERSEY                         07004           
          --------------------------------      ---------------------------
          (Address of principal                          (Zip Code)        
          executive offices)

                REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  
                                    (201) 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 such shorter period that the Registrant was required to
          file such reports), and (2) has been subject to such filing
          requirement for the past 90 days.

                         YES  X    NO
                             ---      ---

               Indicate by check mark if disclosure of delinquent filers
          pursuant to Item 405 of Regulation S-K is not contained herein

                         YES       NO  X 
                             ---      ---

               The aggregate market value of the voting stock held by
          nonaffiliates of the Registrant as of June 18, 1997 was
          approximately $8,776,845.

               As of the close of business on June 18, 1997, there were
          7,633,657 shares of the Registrant's Class A Common Stock, no par
          value per share, and 431,552 shares of the Registrant's Class B
          Common Stock, no par value per share, outstanding.

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

     <PAGE>

          RECENT DEVELOPMENTS
          -------------------

               On  June  2, 1997,  the Board  of  Directors of  the Company
          authorized the issuance of 254,311 shares of Class B Common Stock
          (the "Reissued Class B Stock")  to Daniel Glassman, the Company's
          President and  Chief  Executive Officer.   The  Reissued Class  B
          Stock was  issued to  Mr.  Glassman in  consideration for,  among
          other  things,  Mr.  Glassman's  delivery  to  the  Company,  for
          cancellation,  of 254,311 shares of  Class A Common  Stock of the
          Company.   The  issuance of  the Reissued  Class B  Stock to  Mr.
          Glassman  was the result of  the Board of  Directors' decision to
          restore  management  status quo  following  the  Board's recently
          learning  that Mr. Glassman had  pledged (the "Pledge"), in April
          1995, 254,311  shares of Class B  Common Stock then  owned by Mr.
          Glassman (the "Pledged Shares")  to secure certain obligations of
          Mr. Glassman to an unaffiliated third party lender.  Mr. Glassman
          has delivered to the Company a letter in which he states that the
          Pledge was  an inadvertent error on his part and that had he been
          aware of the potential ramifications of the Pledge, he would have
          pledged other collateral to secure the obligations in question.

                    Pursuant to the Company's Certificate of Incorporation,
          as  amended (the  "Charter"),  the Pledged  Shares  automatically
          converted into shares of Class A Common Stock upon the Pledge  by
          Mr. Glassman.  Consequently, the number of outstanding shares  of
          Class  B Common Stock following the Pledge was reduced by 254,311
          shares.   Pursuant to the Charter, holders of the Company's Class
          B Common Stock are entitled to elect a  majority of the Company's
          directors so long as there are at least 325,000 shares of Class B
          Common Stock  issued and  outstanding; otherwise, all  holders of
          Class  A and Class B Common Stock,  voting as a single class, are
          entitled  to  elect  all  of the  Company's  directors.    During
          November 1995, and pursuant to  matters unrelated to the  Pledge,
          an aggregate of 428,358 other shares of Class B Common Stock were
          returned to, and retired by,  the Company.  As a  result thereof,
          the number of  outstanding shares  of Class B  Common Stock  fell
          below the aforementioned  325,000 share threshold.   In light  of
          the  Company's  being  unaware  of  the  Pledge,  holders of  the
          Company's  Class A and Class  B Common Stock,  voting as separate
          classes, elected two directors and three directors, respectively,
          at the  Company's Annual Stockholders'  Meeting held in  May 1996
          (the  "1996 Annual Meeting"),  rather than  voting together  as a
          single   class  to   elect  all   of  the   Company's  directors.
          Accordingly,  since  the  1996   Annual  Meeting,  only  the  two
          directors of the Company  elected by the  holders of the Class  A
          Common Stock (the "Class A Directors") have been duly and validly
          elected.  Prior  to June  3, 1997, the  Company's By-Laws  stated
          that the  Company  shall  have  three  directors.    Since  their
          election  by stockholders  at the  1996 Annual  Meeting,  the two
          Class  A Directors,  each of  whom was  an independent  director,
          voted in favor of all matters approved by the Board of Directors.
          Prior  to the authorization of the issuance of the Reissued Class
          B  Stock to Mr. Glassman,  the Class A  Directors appointed David
          Hillman, Secretary of the  Company, as the third director  of the
          Company.

                    Since the issuance of the Reissued Class B Stock to Mr.
          Glassman caused the  number of issued  and outstanding shares  of
          Class B Common  Stock to  increase to 431,552  shares (above  the
          325,000 share threshold set forth in the  Company's Charter), the
          holders  of Class  B  Common Stock  became  entitled to  elect  a
          majority  (consisting  of  three)  of  the  Company's  directors.
          Following  the issuance to Mr.  Glassman of the  Reissued Class B
          Stock, the directors of the Company amended the Company's By-Laws
          to provide that the Board of Directors shall be comprised of five
          persons  and the holders of the outstanding Class B Common Stock,
          acting separately  as a  class in  accordance with the  Company's
          Charter,  elected,  by majority  written  consent  in lieu  of  a
          meeting, Daniel Glassman and Iris S. Glassman as directors of the
          Company and David Hillman was designated as a director elected by
          the holders of the Class B Common Stock.

                    At  a Special  Meeting of  Stockholders held  in August
          1996,  it  was  reported  that  an  amendment  (the "Option  Plan
          Amendment") to the  Company's 1990 Stock Option Plan,  as amended
          (the "Plan"), had been  approved by stockholders increasing, from
          1,500,000 shares  to 2,600,000  shares, the  number of  shares of
          Class A  Common  Stock authorized  for issuance  under the  Plan.
          Given the ramifications  of the Pledge,  and in particular,  that
          the 254,311  Class B  shares voted  in favor  of the Option  Plan

     <PAGE>

          Amendment by Mr. Glassman were counted as 1,271,555 votes (giving
          effect  to the 5:1 voting  power attributable to  Class B shares)
          but should have  been counted as  only 254,311 shares of  Class A
          Common  Stock voting in favor of the Option Plan Amendment, there
          was  an  insufficient number  of shares  of  Common Stock  of the
          Company  voting   to   approve   the   Option   Plan   Amendment.
          Accordingly, the Board of Directors  has determined to treat  the
          Option Plan Amendment  as having been  rejected by the  Company's
          stockholders.   Options under the Plan to acquire an aggregate of
          140,000 shares of Class  A Common Stock granted by the Company in
          reliance upon the Option  Plan Amendment having been  approved by
          stockholders have been returned voluntarily to the Company by the
          relevant  optionees  for  cancellation.    As  a  consequence  of
          believing, in good faith, that the Option Plan Amendment had been
          approved by  stockholders, between  August 15, 1996  and December
          31,  1996, there were  outstanding options  to acquire  under the
          Plan in excess of 1,500,000 shares of Class A Common Stock.  As a
          result  of options to acquire  an aggregate of  423,354 shares of
          Class A Common Stock  under the Plan being cancelled  during 1996
          due to optionees  leaving the  employ of the  Company, there  are
          outstanding, as of the date of this report, options to acquire an
          aggregate of 1,485,365 of Class A Common Stock under the Plan.

                                        PART I

          ITEM 1.   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 62 Kinkel  Street and 67  Sylvester Street, Westbury,
          New York is located  in the New Cassel Industrial Area, which has
          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 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
          Company's 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 change  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 Dermatologics  as the current tenant  but
          do  not  refer to  any activities  of  Doak Dermatologics  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 that Doak will not be obligated to contribute
          to any remediation costs, if any are required.

                                      -2-
     <PAGE>

                                       PART III

          ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                    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

           Albert Fleischner, Ph.D.     56   Vice President,
                                             Pharmaceutical Research and
                                             Development

           Alan V. Gallantar            39   Senior Vice President -
                                             Director of Corporate
                                             Planning and Development

           Iris S. Glassman             54   Treasurer and Director

           Gene Goldberg                59   Senior Vice President -
                                             Marketing & Business Planning

           David Hillman                56   Secretary and Director

           Lawrence Lenz                50   Vice President - Finance and
                                             Chief Financial Officer

           Dr. Philip McGinn            71   Director

           MaryKay Scucci               38   Chief Operating Officer -
                                             Doak Dermatologics, Inc.

           Alan G. Wolin, Ph.D.         64   Director

                    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 from January 1985 through  April
          1995 and from June 2, 1997 through the date of  this report.  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 through April 1995 and
          from June 2, 1997 through the date of this report.  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.

                                      -3- 
     <PAGE>                                      

                    Albert  Fleischner, Ph.D. has served as Vice President,
          Pharmaceutical  Research  and Development  of  the  Company since
          August  1994.    From 1988  to  1994,  Dr.  Fleischner served  as
          Director,  Pharmaceutics and  Chemical  Process  Development,  at
          Roberts Pharmaceuticals Corp., a New Jersey based pharmaceuticals
          company.   Prior thereto, Dr.  Fleischner served in  research and
          development  positions with Ford Laboratories and Schering-Plough
          Corporation.   Dr. Fleischner also owned  and operated Fleischner
          Pharmacies,  a community drug chain of four stores from June 1963
          to April 1973.

                    Alan V.  Gallantar, a certified public  accountant, has
          served as Senior Vice President - Director of Corporate  Planning
          and Development of the Company  since May 1, 1997.  From  January
          1994  through  April 30,  1997,  Mr.  Gallantar served  as  Chief
          Financial Officer of the Company and  from September 1992 through
          January 1994, Mr. Gallantar served as Controller of  the Company.
          From 1991 to 1992, Mr. Gallantar served as a financial consultant
          to the Company.   From 1989  to 1991, Mr.  Gallantar served as  a
          Divisional Controller for Paine Webber, Inc. and prior thereto in
          several  financial positions  with  Chase  Manhattan Bank,  N.A.,
          Philip Morris Inc. and Deloitte & Touche.

                    Gene L. Goldberg has served  as Senior Vice President -
          Marketing and Business Planning  of the Company since  January 1,
          1997.  For  more than the past five years,  Mr. Goldberg has also
          served   as  Executive   Vice   President  of   Daniel   Glassman
          Advertising, a division of Banyan.

                    David Hillman  has served  as Secretary of  the Company
          since  1985 and  as a director  of the Company  from January 1990
          through April 1995 and  from April 29, 1997  through the date  of
          this report.  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.

                    Lawrence Lenz has served as Chief Financial Officer and
          Vice President  - Finance of  the Company  since May 1,  1997 and
          February  11, 1997, respectively.   For more than  16 years prior
          thereto, Mr. Lenz served as Vice President of C.M. Offray & Sons,
          Inc., a New Jersey based manufacturer and distributor of ribbons.
          Prior to his affiliation with C.M.  Ofray & Sons, Inc., Mr.  Lenz
          served as Senior Financial Manager of General Foods.

                    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.

                                      -4-
     <PAGE>

                    MaryKay Scucci has served as Chief Operating Officer of
          the Company's  Doak Dermatologics, Inc.  subsidiary since January
          1997.  For more  than five years  prior thereto, Ms. Scucci  held
          several senior executive positions with Schering Berlin, Inc. and
          its  Berlex  and  Berlichem  operating  subsidiaries.    Schering
          Berlin, Inc.  is the United  States holding company  of Schering,
          AG, a multibillion dollar international organization.

                    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  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.  

                    Brian  Newby has  served as  Controller of  the Company
          since June  1997.  From April 1994 to June 1997, Mr. Newby served
          as  the Company's in-house accountant.   From July  1991 to April
          1994,  Mr. Newby  served  as Controller  for  Wilpage Medical,  a
          Caldwell, New Jersey based medical company.

                    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.

                    Maurice  Woosley  has  served  as  President  and  Vice
          President of  the Company's international  division 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.

          Section 16(a) Beneficial Ownership Reporting Compliance
          -------------------------------------------------------

                    As a  consequence of  the Pledge, 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  the Pledge  and  its  ramifications (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 and  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 of
          his 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 1996.

                                      -5-
     <PAGE>

          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, 1996, 1995
          and 1994, to Daniel  Glassman, the Company's President and  Chief
          Executive  Officer, and  Alan  V. Gallantar,  who  served as  the
          Company's Corporate  Vice President  and Chief  Financial Officer
          during the fiscal years  ended December 31, 1996, 1995  and 1994.
          No other  executive officer  of the Company  earned total  annual
          salary and bonus for  Fiscal 1996 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  1996  to the  executive
          officers named in the following table except as set forth below:

                                                              LONG-TERM
                                                            COMPENSATION
                                  ANNUAL COMPENSATION          AWARDS
                                  -------------------       ------------

           NAME AND                                          SECURITIES
           PRINCIPAL                                         UNDERLYING
           POSITION           YEAR      SALARY      BONUS    OPTIONS(1)
           --------           ----      ------      -----    ----------

           Daniel Glassman   1996     $122,500      -0-     404,500(3)
            President and    1995     $ 75,200      -0-     359,589(4)
            Chief Executive  1994     $ 67,000      -0-     300,000
            Officer

           Alan V.           1996     $118,600      -0-      44,000(5)
           Gallantar
            Corporate        1995     $ 54,000      -0-         -0-
            Vice President
            and
            Chief Financial  1994     $ 32,900      -0-      23,000
            Officer(2)

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

          (2)  Mr.  Gallantar  was promoted  to the  office of  Senior Vice
               President - Director  of Corporate Planning and  Development
               of the Company on May 1, 1997.  Mr. Gallantar ceased serving
               as   the  Company's  Corporate   Vice  President  and  Chief
               Financial Officer as of May 1, 1997.

          (3)  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.

          (4)  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.

          (5)  These  shares underlie  options which  were repriced  by the
               Company  on February 21,  1996.  These  repriced options (of
               which approximately 86% have already vested) vest at various
               times through  December 30, 1997  and are exercisable  at an
               exercise price of $1.47 per share, the fair market value for
               shares of Class  A Common  Stock on the  date of  repricing.
               See "Report on Repricing of Options" below.

                                      -6- 
     <PAGE>

                             Option Grants in Fiscal 1996
                             ----------------------------

                    The  following table sets  forth information concerning
          outstanding options to purchase  shares of the Company's  Class A
          Common  Stock granted during Fiscal 1996 by the Company to Daniel
          Glassman,  the  only executive  officer  of  the Company  granted
          options  during Fiscal 1996.   Neither options to purchase shares
          of  Class  B Common  Stock  nor  stock appreciation  rights  were
          granted by the Company  during Fiscal 1996.  The  exercise prices
          for all options reported below are not less than 110%  of the per
          share market  prices for Class  A Common Stock on  their dates of
          grant.

                                  INDIVIDUAL GRANTS
                                  -----------------

                                       % OF TOTAL
                         NUMBER OF      OPTIONS
                        SECURITIES     GRANTED TO    EXERCISE
                        UNDERLYING     EMPLOYEES     OR BASE
                          OPTIONS      IN FISCAL      PRICE     EXPIRATION
           NAME           GRANTED       1996(1)       ($/SH)       DATE
           ----         ----------     ----------    --------   ----------
           Daniel         31,500          3.94%       $0.825     12/04/01
           Glassman      373,000(2)      46.70%       $1.440     12/04/00

          -------------------
          (1)  This figure includes  533,320 options previously granted  to
               employees which,  at the election of the employee/optionees,
               were repriced during Fiscal 1996.
          (2)  These  shares underlie  options  that were  repriced by  the
               Company  on April  18, 1996.   See  "Report on  Repricing of
               Options" below.


                   Aggregated Option Exercises in Fiscal 1996 and 
                             Fiscal Year-End Option Values        
                    ----------------------------------------------

                    The following table presents the value, on an aggregate
          basis, as of December 31, 1996, 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 1996.


                       NUMBER OF SECURITIES
                            UNDERLYING                 VALUE OF UNEXERCISED
                      UNEXERCISED OPTIONS AT         IN-THE-MONEY OPTIONS AT
                          FISCAL YEAR-END               FISCAL YEAR-END(1)
                      ----------------------          ---------------------

         NAME     EXERCISABLE     UNEXERCISABLE    EXERCISABLE   UNEXERCISABLE
         ----     -----------     -------------    -----------   -------------

      Daniel         634,089        112,000          $64,646         $ -0-
      Glassman

      Alan V.         36,333          7,667           $ -0-          $ -0-
      Gallantar

     ---------------------
     (1)  Based on the closing sale price of  $1.313 per share of Class A 
          Common Stock on December 31, 1996, 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.

                                      -7-
     <PAGE>

                              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.


                            Report on Repricing of Options
                            ------------------------------

                    On February  16, 1996,  the Board  of Directors  of the
          Company   agreed  to   reprice  all  outstanding   stock  options
          (consisting  solely  of options  outstanding under  the Company's
          1990 Stock Option Plan, as amended) so that the exercise price of
          such options  would be  recast to  be  the closing  price of  the
          Company's Class A Stock as published in The Wall Street Journal
                                                  ----------------------- 
          on the  day the stock  options were  returned to the  Company, if
          such options were returned prior to 1:00  p.m., or the next days'
          closing price as published  in The Wall Street Journal  if such
                                         -----------------------      
          options were returned  after 1:00 p.m.   This repricing concluded
          on  June 30,  1996.  The  weighted average exercise  price of all
          repriced  options  (after giving  effect  to  the repricing)  was
          approximately  $1.46.  This  repricing (during a  period when the
          Company's Board of Directors  determined that the Company's stock
          price  was depressed) was authorized by the Board of Directors to
          provide,  among  other things,  an  incentive  for the  Company's
          associates  and  consultants to  share  in  the Company's  future
          growth and remain with the Company.

                    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.

                                                 WEIGHTED        WEIGHTED
                                                 AVERAGE         AVERAGE
                                NUMBER OF        EXERCISE PRICE  PRICE
                                OPTIONS          BEFORE          AFTER
           OPTIONEE             REPRICED         REPRICING       REPRICING
           --------            ----------       --------------  -----------

           Daniel Glassman       373,000           $3.72          $1.44

           Alan V.                44,000           $2.72          $1.47
           Gallantar

           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

                                      -8-
     <PAGE>


          ITEM 11.   SECURITY OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS  AND
                     MANAGEMENT

                    The  following table sets  forth certain information as
          of  June 18, 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  Annual Report on
          Form  10-KSB,  (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)
                             ----------------------     ---------------------

                            CLASS A         CLASS B      CLASS A     CLASS B
      NAME OF ADDRESS OF     COMMON          COMMON      COMMON      COMMON
      BENEFICIAL OWNER       STOCK           STOCK        STOCK       STOCK
      ------------------ -----------      ----------  ----------  ----------   
      
      Daniel Glassman    1,070,621(3)    311,736(4)      12.42%      72.24%
      383 Route 46 West
      Fairfield, NJ

      Iris S. Glassman     208,607(5)     37,283(6)       2.67%       8.64%
      383 Route 46 West
      Fairfield, NJ

      David Hillman        132,183(7)     43,610          1.71%      10.11%
      383 Route 46 West
      Fairfield, NJ

      Phillip McGinn           -0-           -0-            -           -
      383 Route 46 West
      Fairfield, NJ

      Alan G. Wolin         54,902(8)        -0-            *           -
      383 Route 46 West
      Fairfield, NJ

      Alan V. Gallantar     63,100(9)        -0-            *           -
      383 Route 46 West
      Fairfield, NJ

      Berlex             1,000,000           -0-         13.11%         -
      Laboratories, Inc.
      110 East Hanover
      Avenue
      Cedar Knolls, NJ

      All executive      1,645,419(3)    402,821(4)      22.67%      93.34%
      officers and                (4)(5)        (6)
      directors as a              (6)(7)
      group (10                   (8)(9)
      persons)                    (10)

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

     *  Represents less than one percent.     (Footnotes appear on next page)

                                      -9-
     <PAGE>

          (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 311,736  shares issuable upon conversion  of a like
               number of shares of Class B  Common Stock.  Of these shares,
               64,096 shares  are owned indirectly by  Mr. Glassman through
               affiliates and 684,089 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, 6,700 shares owned
               indirectly  by  Mrs.  Glassman  through  affiliates,  25,220
               shares owned indirectly by Mrs. Glassman as trustee for  her
               children's  trusts and  139,404 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 80,318
               shares   underlying  presently  exercisable  options.    Mr.
               Hillman's affiliate has disclaimed beneficial ownership over
               shares owned by it.

          (8)  Includes  2,300  shares  underlying   presently  exercisable
               options  and  1,800 shares  owned  indirectly  by Dr.  Wolin
               through affiliates.

          (9)  Includes  38,000  shares  underlying  presently  exercisable
               options and 25,000 shares  owned indirectly by Mr. Gallantar
               through an affiliate.

         (10)  Includes 55,380 shares underlying presently exercisable options
               owned by two executive officers.


          ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                    During Fiscal  1996  and  1995,  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  controlled by Daniel Glassman,  the President
          and  Chief  Executive  Officer   of  the  Company,  amounting  to
          approximately $280,000 and $517,000, respectively.  During Fiscal
          1996  and Fiscal  1995,  the Company  paid  Banyan $291,000,  and
          $440,000, respectively, for such services.  At December 31, 1996,
          $11,000 was due  the Company from Banyan.   At December 31, 1995,
          there  were  no  outstanding  balances between  the  Company  and
          Banyan.

                    On December  31, 1990, the Company  issued a promissory
          note  in the  amount of  $123,975 for  the cumulative  amounts of
          previously  issued  demand  loans  made  to the  Company  by  Mr.
          Glassman.  This note was satisfied in its entirety in 1995.

                    In connection  with the Company's satisfaction  in June
          1996  of  the $1.87  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, 1997.  This lease is renewable, at the

                                      -10-
     <PAGE>

          option of the Company, for an additional one year term  at a base
          rent of $178,296 per annum.  Rent expense, including an allocated
          portion  of real  estate  taxes, was  approximately $176,000  and
          $173,000, respectively, for Fiscal 1996 and Fiscal 1995.

                    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.

                    During Fiscal 1996 and  Fiscal 1995, Alan V. Gallantar,
          the Company's  then Chief  Financial Officer (and  current Senior
          Vice President and Director - Corporate Planning and Development)
          also served as Chief  Financial Officer of Banyan.   As such, Mr.
          Gallantar allocated a portion of his working time to the business
          of each of the  Company and Banyan (Mr. Gallantar  estimates that
          less than 5% of his  time was spent on Banyan business).   During
          Fiscal 1995, renumeration  paid to Mr.  Gallantar by the  Company
          and Banyan  was approximately $54,000  and $74,000, respectively.
          The  Company reimbursed Banyan  for the costs  of Mr. Gallantar's
          services.    Effective  January  1,  1996,  Mr.  Gallantar  began
          deriving his compensation solely from the Company.


          ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

               (a)  See Index to Financial Statements and Schedules on Page
                    F-1.

               (b)  During the  fourth quarter of Fiscal  1996, the Company
                    filed the  following Current  Reports on Form  8-K with
                    respect to  the items  and financial  statements listed
                    below:

           Date of Report       Items Responded To   Financial Statements
           --------------       ------------------   --------------------
                                                             Filed
                                                             -----

           September 30, 1996         Item 1                 None

           December 23, 1996          Item 5                 None

               (c)  Exhibits

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

              3.1    Certificate of Incorporation of the Company, as
                     amended

              3.2    By-laws of the Registrant, as amended

              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

             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)

                                      -11-
     <PAGE>

             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 BP (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)

                                      -12-  
     <PAGE>                                      

             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).

             11.1    Statement Regarding Computation of Per Share Income

             21.1    Subsidiaries of the Registrant

                                      -13-
     <PAGE>

                                      SIGNATURE


                    Pursuant to the requirements of Section 13 or  15(d) of
          the  Securities Exchange  Act of  1934,  the Registrant  has duly
          caused this Amendment No. 1 to Form 10-KSB/A to be  signed on its
          behalf by the undersigned thereunto duly authorized.


          Date: June 27, 1997                BRADLEY PHARMACEUTICALS, INC.

                                             By:  /s/ Daniel Glassman      
                                                ---------------------------
                                                 Daniel Glassman, President

                                      -14-
     <PAGE>

                                  EXHIBIT INDEX

             Exhibit                 Description
             -------                 -----------


              3.1    Certificate of Incorporation of the Company, as
                     amended

              3.2    By-laws of the Registrant, as amended

             10.1    1990 Stock Option Plan, as amended

             11.1    Statement Regarding Computation of Per Share Income

             21.1    Subsidiaries of the Registrant