UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                         Amendment No. 1 on FORM 10-K/A

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

For the fiscal year ended: December 31, 1994.    Commission File Number: 1-10581

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

                  Florida                            59-1513162
 --------------------------------------------    -------------------          
(State or other jurisdiction of incorporation     (I.R.S. Employer 
               or organization)                   Identification No.)


One Urban Centre, Suite 550, 4830 West Kennedy Blvd., Tampa, FL          33069
---------------------------------------------------------------------  ---------
              (Address of principal executive offices)                 Zip Code)

         Registrant's telephone number, including area code:    (813) 286-4401
                                                           ---------------------

           Securities registered pursuant to Section 12(b) of the Act:

      Title of Each Class              Name of Each Exchange on Which Registered
      -------------------              -----------------------------------------
   Common Stock, par value                       American Stock Exchange
         $.02 per share             

        Securities registered pursuant to Section 12(g) of the Act: None


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 registrant was required
to file such reports),  and (2) has been subject to such filing requirements 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,  and will not be contained,  to the
best of registrant's  knowledge in definitive  proxy or information  statements,
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 20,  1995,  the  aggregate  market  value of the Common Stock of the
Registrant,  its only class of voting securities,  held by non-affiliates of the
Registrant was approximately $8,215,190,  calculated on the basis of the closing
price of such stock on the American Stock Exchange on such date.

The number of shares  outstanding of the Registrant's  Common Stock on March 20,
1995 was 29,773,414.

Portions of the  Registrant's  Proxy  Statement  for its 1995 Annual  Meeting of
Stockholders are incorporated by reference in Part III hereof.


                                                               
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Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

GENERAL:
--------

Bentley   Pharmaceuticals,   Inc.  (the   "Registrant")   is  an   international
pharmaceutical and health care company with its primary focus on the development
and marketing of pharmaceutical  and health care products.  Substantially all of
its revenues  have come from its  operations in France and Spain;  however,  the
Registrant began limited  marketing of health care products in the United States
in 1994.

Effective  December 31, 1992, the Registrant  changes its fiscal year ended from
June 30 to December 31. The Registrant incurred a net loss of $3,578,000 for the
year ended December 31, 1994.  The  Registrant  intends to continue to focus its
efforts on  business  activities  which  management  believes  should  result in
operating profits in the future, of which there can be no assurance.  To improve
its results, the Registrant's  management will focus on increasing higher margin
pharmaceutical and health care product sales,  controlling  expenses through its
austerity program,  careful  prioritization of research and development projects
resulting in continued low overall  research and development  expenditures,  and
potentially  acquiring marketable products or profitable companies in the United
States or Europe that are compatible with the Registrant's  strategy for growth.
See "--Liquidity and Capital Resources."  Currently,  the profit margins for the
products sold by the Registrant's  subsidiary in Spain are significantly  higher
than those  generated by the  Registrant's  subsidiary  in France.  For business
segment  information on the Registrant's  operations  outside the United States,
see Note 14 of Notes to Consolidated Financial Statements.

RESULTS OF OPERATIONS:
----------------------

FISCAL YEAR ENDED DECEMBER 31, 1994 VERSUS FISCAL YEAR ENDED DECEMBER 31, 1993:

The Registrant  reported  sales of  $26,284,000  and a net loss of $3,578,000 or
$1.56 per share for the fiscal year ended  December 31, 1994,  compared to sales
of  $19,849,000  and a net loss of  $10,236,000 or $6.32 per share for the prior
year.

         SALES AND COST OF SALES

The 32%  increase  in sales is  primarily  a result  of  increased  sales by the
Registrant's subsidiary in France, Chimos/LBF.  Gross margins for the year ended
December 31, 1994  averaged 18% compared  with 24% in the prior year.  The lower
margins  are  primarily  a result  of the lower  gross  margins  experienced  by
Chimos/LBF's  distribution  operations,  whose sales accounted for approximately
77% of revenues,  compared  with 68% in the prior year.  The lower gross margins
experienced  by the  Registrant in France were only  partially  offset in Spain,
where  Laboratorios  Belmac is experiencing  margins  substantially  higher than
those in France.

         OPERATING EXPENSES

Selling,  general and administrative expenses were $7,716,000,  or 29% of sales,
for the year ended December 31, 1994 compared with $9,170,000,  or 46% of sales,
for  the  prior  year.  The  decrease  from  46% to 29% of  sales  is  primarily
attributable to adjustments to accruals for tax contingencies, related primarily
to  product  registration  taxes,  totaling  $1,645,000,  which  are  no  longer
considered  probable and to cost control measures  implemented by the Registrant
and reduced marketing costs

                                                               
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<PAGE>



in France due to the suspension of marketing of Biolid during the fourth quarter
of 1993.  Notwithstanding these efforts, selling and marketing costs continue to
be significant and necessary  expenses in connection with the Registrant's plans
to  increase  market  share in Spain.  To the  extent  practical,  however,  the
Registrant intends to continue its efforts to control general and administration
expenses as part of its austerity program.

Research and development  expenses were $759,000 for the year ended December 31,
1994  compared to $1,555,000  in the prior year.  The 51% decrease  reflects the
results of a thorough review of all research and development  activities and the
establishment of priorities  based upon both technical and commercial  criteria.
During 1994, the  Registrant  did not commence any new research and  development
programs.  It did,  however,  continue  certain  programs  already in  progress,
including a Biolid pharmacokinetics trial. The Registrant intends to continue to
carefully manage its research and development expenditures in the future in view
of its limited resources.

Depreciation and amortization expenses were $575,000 for the year ended December
31, 1994 compared to $756,000 for the prior year.  The 24% decrease is primarily
attributable to the write-off of Drug Licenses and Product Rights as of December
31,  1993,  and  the  1994  sale  of  its  Spanish   ciprofloxacin   antibiotic,
Belmacina(R), resulting in reduced amortization charges.

         OTHER INCOME/EXPENSE

Other  income/expense  for the year ended  December  31, 1994  included the gain
recognized  upon  the  1994  sale  of the  Registrant's  Spanish  rights  to its
ciprofloxacin antibiotic, Belmacina(R), of approximately $884,000.

FISCAL YEAR ENDED  DECEMBER 31, 1993 VERSUS  TWELVE  MONTHS  ENDED  DECEMBER 31,
1992:

The Registrant reported revenues of $19,849,000 and a net loss of $10,236,000 or
$6.32 per share for the year ended  December 31,  1993,  compared to revenues of
$19,217,000  and a net loss of  $27,023,000  or  $23.70  per  share for the same
period in the prior year.

         SALES AND COST OF SALES

While 1993 revenues increased slightly, their composition changed significantly.
Sharply reduced sales at Laboratoires Belmac due to its divestiture of Amodex(R)
and  decreased  promotion  and the  resulting  reduction  in sales of its sachet
formulation  of Biolid were more than offset by increases in sales  generated by
Chimos. Gross margins for the year ended December 31, 1993 averaged 24% compared
to 37% in the  comparable  period of the prior  year.  The  lower  margins  were
primarily  a  result  of  the  lower  gross  margins   experienced   by  Chimos'
distribution  operations,   whose  sales  accounted  for  approximately  68%  of
revenues,  as compared to 52% in the comparable  period of the prior year and to
low gross margin contributions from Laboratories  Belmac's sales due to the fact
that Amodix(R) and Biolid  inventories were adjusted  downward to net realizable
value as of December  31,  1992.  The lower  gross  margins  experienced  by the
Registrant in France were only  partially  offset in Spain,  where  Laboratorios
Belmac experienced margins substantially higher than those in France.

         OPERATING EXPENSES

Selling,  general and administrative expenses were $9,170,000 for the year ended
December 31, 1993 compared to $15,724,000 for the same period in the prior year.
The decrease was primarily  attributable to cost control measures implemented by
the Registrant and reduced marketing costs in

                                                               
                                       -3-

<PAGE>



France due to the  divestiture  of Amodex(R) and the decreased  promotion of its
sachet formulation of Biolid.

Research and  development  expenses were  $1,555,000 for the year ended December
31, 1993 compared to $7,339,000 in the comparable  period of the prior year. The
decrease  reflected  the  results  of a  thorough  review  of all  research  and
development  activities,  and the  establishment  of priorities  based upon both
technical and commercial  criteria.  Biolid (tablet formulation) was the primary
focus in research and development.

Depreciation and amortization expenses were $756,000 for the year ended December
31, 1993  compared  to  $1,497,000  for the same  period in the prior year.  The
decrease was  primarily  attributable  to the  write-down  of drug  licenses and
product rights and to the divestiture of Amodex(R).

As a result of the  decision to withdraw the sachet  formulation  of Biolid from
the French  market,  the  Registrant  recorded an expense of  $2,241,000  in the
fourth quarter of 1993,  reflecting the write-off of the capitalized  costs with
respect to the sachet  formulation  of Biolid,  Biolid sachet  inventories,  and
costs  associated  with refunding  certain costs to the potential buyer of these
rights.

The Registrant agreed in 1993 to issue to plaintiffs in class action litigation,
shares of its Common Stock with a market  value of  $1,000,000.  The  Registrant
accrued this amount as a non-current liability as of December 31, 1993.

         OTHER INCOME/EXPENSE

The provision for income taxes of $343,000 for the twelve months ended  December
31, 1992 was a result of foreign  taxes on profits  generated by Chimos in 1992.
Chimos  was  not  eligible  to  file  a  consolidated  income  tax  return  with
Laboratoires  Belmac in France until 1993;  therefore,  the Laboratoires  Belmac
losses were not  available to offset  Chimos'  taxable  profits in 1992. No such
provision was required for the year ended December 31, 1993.

LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------

Total assets  increased from  $16,160,000 at December 31, 1993 to $16,332,000 at
December 31, 1994, while Common  Stockholders'  Equity increased from $2,941,000
at December 31, 1993 to $4,980,000 at December 31, 1994.  The increase in Common
Stockholders'  Equity is  primarily a result of net  proceeds  of  approximately
$3,384,000  received  from private  placements  of Common Stock and warrants and
approximately $693,000 received from stock subscriptions  receivable,  offset by
losses incurred by the Registrant for the period.  Common  Stockholders'  Equity
also  increased  by  $1,000,000  as a result of the  issuance of Common Stock to
settle a class action litigation.

The Registrant's working capital was $1,928,000 at December 31, 1994 compared to
$2,043,000 at December 31, 1993.  Marketable  securities were liquidated  during
1994 to satisfy liabilities of the Registrant. Receivables increased as a result
of the growth in the Registrant's  business as well as the $1,140,000 receivable
from the sale in Spain of its ciprofloxacin antibiotic,  Belmacina(R),  of which
$760,000 has been received subsequent to year end. Accounts payable increased in
part due to the increased level of business and in part due to the  Registrant's
careful management of its limited liquid resources.

Investing  activities  provided net cash of $134,000 for the year ended December
31, 1994,  including  proceeds from the sale of the  Registrant's  ciprofloxacin
antibiotic, Belmacina(R) in Spain, which was sold for $1,556,000 and generated a
gain of $884,000 (See Note 8). The Registrant also sold certain

                                                               
                                       -4-

<PAGE>



investments  during 1994  generating  proceeds  of  $1,040,000.  The  Registrant
invested  $648,000 in its partnership  with Maximed  Corporation  (named Maximed
Pharmaceuticals) for development of hydrogel based feminine healthcare products.
Management  believes  that it is possible to introduce  its first product to the
market  in 1996 if a  dispute  with its  partner  can be  resolved  and  product
development  progresses  as  planned.   Investing  activities  also  included  a
repayment  to Evans  Medical  S.A. of $793,000  for amounts due  relating to the
cancellation  of  the  proposed  sale  of the  marketing  rights  to the  sachet
formulation of Biolid(R) in France in 1993.

Financing activities  (primarily receipt of proceeds from private placements and
from stock subscriptions receivable) provided net proceeds of $3,439,000 for the
year ended  December 31, 1994,  while  operating  activities  for the year ended
December 31, 1994 required net cash of $3,415,000.

In the past, the Registrant has  experienced  lower sales in the fourth calendar
quarter  of  each  year.   Should  the   Registrant   begin  large  sales  of  a
pharmaceutical  product whose sales are seasonal,  seasonality  of its sales may
become more significant.

A substantial  amount of the Company's business is conducted in France and Spain
and is therefore influenced by the extent to which there are fluctuations in the
dollar's  value  against  such  countries'  currencies.  The  effect of  foreign
currency  fluctuations on long lives assets for the year ended December 31, 1994
was an increase of $443,000 and the  cumulative  historical  effect at September
30, 1995 was a decrease of $1,101,000 as reflected in the Company's Consolidated
Balance Sheets in the "Liabilities and Stockholders'  Equity" section.  Although
exchange rates fluctuated  significantly  in recent months,  the Registrant does
not believe that the effect of foreign  currency  fluctuation is material to the
Registrant's  results  of  operations  as the  expenses  related  to much of the
Registrant's  foreign  currency  revenues  are  in the  same  currency  as  such
revenues.  The Registrant relies primarily upon financing activities to fund the
operations  of the  Registrant  in the  United  States  and has not  transferred
significant  amounts into or out of the United States in the recent past. In the
event that the  Registrant  is required to fund United  States  operations  with
funds  generated in France or Spain,  currency rate  fluctuations  in the future
could have a significant impact on the Registrant. However, at the present time,
the Registrant does not anticipate  altering its business plans and practices to
compensate for future currency fluctuations.

The  Registrant  continues  to  experience  negative  cash flows from  operating
activities, and will need to secure additional financing during 1995 in order to
fund its operations,  including  financing  which its  partnership  with Maximed
Corporation  may  require to develop and market its  hydrogel-based  formulation
with extended duration. (See Item 3. Legal Proceedings.) The Registrant may seek
to enter into a partnership  or other  collaborative  funding  arrangement  with
respect to future clinical trials (see "Results of Operations"). There can be no
assurance that the Registrant can secure such financing under favorable terms if
at all. The Registrant,  however,  continues to explore  alternative sources for
financing its business.  In appropriate  situations,  that will be strategically
determined,  the Registrant may seek  financial  assistance  from other sources,
including  contribution by others to joint ventures and other  collaborative  or
licensing arrangements for the development, testing, manufacturing and marketing
of  products  and  the  sale  of a  minority  interest  in  one or  more  of its
subsidiaries.  Management  expects that if it is successful  in  completing  the
financing  arrangements that it is actively pursuing, by carefully  prioritizing
research and  development  activities,  and  continuing  its  austerity  program
implemented in early 1993, the Registrant  should have  sufficient  liquidity to
fund operations through 1995.





                                                               
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<PAGE>


                                   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.

                                   BENTLEY PHARMACEUTICALS, INC.


                                   By: /s/ Michael D. Price
                                      ------------------------------------------
                                      Michael D. Price
                                      Vice President and Chief Financial Officer

Dated: February 12, 1996



                                                               
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