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

                         Amendment No. 1 on FORM 10-K/A

      FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934 for the fiscal year ended December 31, 1997

                                       OR

[_]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE  ACT OF  1934  for  the  transition  period  from  __________  to
      __________


                         Commission File Number 1-10581

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

           Florida                                    No. 59-1513162
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)                 

4830 W. Kennedy Blvd., Suite 548, Tampa, FL                         33609
--------------------------------------------                  ------------------
  (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, $.02 par value            American Stock Exchange and Pacific 
                                             Exchange, Inc.

12% Convertible Senior                  American Stock Exchange and Pacific 
  Subordinated Debentures                    Exchange, Inc.

Class A Redeemable Warrants             American Stock Exchange and Pacific 
                                             Exchange, Inc.
Class B Redeemable Warrants             Applications Pending

        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 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 [_]

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. [X]

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the  registrant.  The  aggregate  market  value  shall be
computed by reference to the price at which the common  equity was sold,  or the
average bid and asked  prices of such  common  equity,  as of a  specified  date
within 60 days prior to the date of filing.

     Title of Class            Shares Outstanding     As of Close of Business on
     --------------            ------------------     --------------------------
Common Stock, $.02 par value     $24,900,000             March 26, 1998

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

     Title of Class            Shares Outstanding     As of Close of Business on
     --------------            ------------------     --------------------------
Common Stock, $.02 par value       8,427,699             March 26, 1998



<PAGE>



PART III

ITEM 11.     EXECUTIVE COMPENSATION
             ----------------------

           The  following  table  sets forth the total  compensation  paid to or
accrued by the Registrant for the account of the current Chief Executive Officer
and the  executive  officers at December 31, 1997 whose total cash  compensation
for the year ended December 31, 1997 exceeded $100,000.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                                  Long-term Compensation
                                                                                     -----------------------------------------------
                                                     Annual Compensation                     Awards                   Payouts
                                                --------------------------------     -----------------------    --------------------
                                                                                                  Securities
Name and Principal Position                                            Other         Restricted   Underlying     LTIP       All
                                                                       Annual        Stock        Options/       Payouts    Other
                                      Year      Salary($)  Bonus($)    Comp.($)      Awards($)    Sars(#)          ($)      Comp.(1)
                                   ---------    ---------  --------    ---------     ---------    ----------    ---------   --------
<S>             <C>                  <C>   <C>  <C>           <C>                                                           <C>   
James R. Murphy (2)            Y/E   12/31/97   $245,000      $50,000        --         --            --            --      $4,750
Chairman of the Board,         Y/E   12/31/96   $235,833      $20,000        --         --         600,000          --      $4,750
President, Chief Executive     Y/E   12/31/95   $187,500         --          --         --          50,000          --      $4,620
Officer and Director           
                                                                                                                            
                                                                                                                            
                                                                                                                            
Robert M. Stote (3)            Y/E   12/31/97   $225,000         --          --         --            --            --      $4,750
Senior Vice President,         Y/E   12/31/96   $220,417         --          --         --         500,000          --      $4,750
Chief Science Officer          Y/E   12/31/95   $203,750         --          --         --          37,500          --      $4,620
And Director                                                                                                                
                                                                                                                            
                                                                                                                            
Michael D. Price (4)           Y/E   12/31/97   $136,378         --          --         --            --            --      $4,750
Vice President, Chief          Y/E   12/31/96   $122,500      $10,000        --         --         400,000          --      $4,750
Financial Officer,             Y/E   12/31/95   $114,808         --          --         --          22,500          --      $4,620
Treasurer, Secretary And                                                                                                  
Director
</TABLE>
--------------------------------------------

(1)   The value of perquisites  provided to the named executive officers did not
      exceed 10% of total compensation in any case.

(2)   Mr. Murphy,  Chairman,  President and Chief  Executive  Officer,  has been
      employed by the Registrant  since September 1994. Mr. Murphy's annual base
      salary is currently $245,000. During the year ended December 31, 1996, Mr.
      Murphy was awarded  ten-year  stock options to purchase  600,000 shares of
      common stock,  of which  one-third of such options vested when the closing
      price of the  Registrant's  Common  Stock on the American  Stock  Exchange
      equaled or exceeded  the  exercise  price of $2.89 for twenty  consecutive
      trading days;  one-third will vest and become exercisable when the closing
      price equals or exceeds the exercise price of $3.68 for twenty consecutive
      trading days;  and  one-third  will vest and become  exercisable  when the
      closing  price  equals or exceeds the  exercise  price of $4.73 for twenty
      consecutive  trading days.  During the year ended  December 31, 1995,  Mr.
      Murphy was awarded stock options to purchase 50,000 shares of Common Stock
      at $3.75 per share,  50% of which  vested on June 12, 1996 and the balance
      of which  vested on June 12,  1997.  During the years ended  December  31,
      1997, 1996 and 1995, the Registrant  provided to Mr. Murphy matching funds
      totaling $4,750, $4,750 and $4,620, respectively, pursuant to the terms of
      a Registrant  sponsored  401(k)  retirement  plan (see "401(k)  Retirement
      Plan").


                                       -2-

<PAGE>



(3)   Dr.  Stote,  Senior Vice  President and Chief  Science  Officer,  has been
      employed  by the  Registrant  since March 1992.  Dr.  Stote's  annual base
      salary is currently $225,000. During the year ended December 31, 1996, Dr.
      Stote was awarded  ten-year  stock options to purchase  500,000  shares of
      Common Stock,  of which  one-third of such options vested when the closing
      price of the  Registrant's  Common  Stock on the American  Stock  Exchange
      equaled or exceeded  the  exercise  price of $2.89 for twenty  consecutive
      trading days;  one-third will vest and become exercisable when the closing
      price equals or exceeds the exercise price of $3.68 for twenty consecutive
      trading days;  and  one-third  will vest and become  exercisable  when the
      closing  price  equals or exceeds the  exercise  price of $4.73 for twenty
      consecutive  trading days.  During the year ended  December 31, 1995,  Dr.
      Stote was awarded stock options to purchase  37,500 shares of Common Stock
      at $3.75 per share,  50% of which  vested on June 12, 1996 and the balance
      of which  vested on June 12,  1997.  During the years ended  December  31,
      1997,  1996 and 1995, the Registrant  provided to Dr. Stote matching funds
      totaling $4,750, $4,750 and $4,620, respectively, pursuant to the terms of
      a Registrant  sponsored  401(k)  retirement  plan (see "401(k)  Retirement
      Plan").

(4)   Mr.  Price,  Vice  President,  Chief  Financial  Officer,  Secretary,  and
      Treasurer  has been  employed by the  Registrant  since  March  1992.  Mr.
      Price's  annual base salary is currently  $150,000.  During the year ended
      December  31,  1996,  Mr.  Price was  awarded  ten-year  stock  options to
      purchase  400,000  shares  of Common  Stock,  of which  one-third  of such
      options vested when the closing price of the Registrant's  Common Stock on
      the American  Stock  Exchange  equaled or exceeded  the exercise  price of
      $2.89 for twenty consecutive trading days;  one-third will vest and become
      exercisable when the closing price equals or exceeds the exercise price of
      $3.68 for twenty  consecutive  trading days;  and one-third  will vest and
      become  exercisable  when the closing price equals or exceeds the exercise
      price of $4.73 for twenty consecutive  trading days. During the year ended
      December 31, 1995, Mr. Price was awarded stock options to purchase  22,500
      shares of Common Stock at $3.75 per share, 50% of which vested on June 12,
      1996 and the balance of which  vested on June 12,  1997.  During the years
      ended December 31, 1997,  1996 and 1995,  the  Registrant  provided to Mr.
      Price  matching funds totaling  $4,750,  $4,750 and $4,620,  respectively,
      pursuant to the terms of a Registrant  sponsored  401(k)  retirement  plan
      (see "401(k) Retirement Plan").

OPTION/SAR GRANTS IN LAST FISCAL YEAR

           No options  were  granted to the  individuals  listed in the  Summary
Compensation   table  during  the  year  ended   December  31,  1997.  No  stock
appreciation rights have been granted to date.

AGGREGATED  OPTION  EXERCISES  IN LAST  FISCAL YEAR AND FISCAL  YEAR-END  OPTION
VALUES

           The following  table sets forth certain  information  concerning  the
number of shares of Common Stock  acquired  upon the  exercise of stock  options
during the year ended December 31, 1997 by, and the number and value at December
31, 1997 of shares of Common Stock subject to  unexercised  options held by, the
individuals listed in the Summary Compensation Table.






                                       -3-

<PAGE>

<TABLE>
<CAPTION>
                                                    Number of                           
                                                    Securities           Value of       
                                                    Underlying           Unexcersised   
                                                    Unexercised          In-the-money   
                                                    Options/SARs at      Options/SARd st
                                                    FY-End (# Shares)    FY-End ($)     
                      Shares                        -----------------    ----------------
                      Acquired        Value         Exercisable/         Exercisable/   
Name                  On Exercise(#)  Realized($)   Unexercisable        Unexercisable(1)
----                  --------------  -----------   -------------        ----------------
<S>                                                 <C>       <C>          <C>   <C>
James R. Murphy           --             --         253,000 / 400,000     -0- / -0-
                                                    
Robert M. Stote, M.D      --             --         239,166 / 333,333     -0- / -0-
                                                    
Michael D. Price          --             --         165,833 / 266,667     -0- / -0-
</TABLE>

---------
(1)   Represents  the  closing  price of the  Registrant's  Common  Stock on the
      American Stock Exchange on December 31, 1997 minus the respective exercise
      prices.

REMUNERATION OF NON-EMPLOYEE DIRECTORS

           The Registrant  presently pays  non-employee  Director fees of $3,000
for  each  face to face  meeting  of the  Board  of  Directors,  $500  for  each
telephonic  meeting,  $500 for each committee  meeting of the Board of Directors
and reimburses  expenses incurred in attending  meetings.  Prior to August 1997,
the  Registrant's  policy consisted of payment of fees equal to $12,000 per year
to non-employee Directors and an award of 200 shares of Common Stock per year to
non-employee Directors who serve on committees of the Board of Directors.  Total
non-employee  Director fee payments during the year ended December 31, 1997 were
$45,500 and expenses  incurred by non-employee  Directors in attending  meetings
which were reimbursed by the Registrant  totaled  $3,256.  During the year ended
December  31,  1997,  600 shares of Common  Stock were  granted to  non-employee
Directors.  Until June 1997,  options to purchase  10,000 shares of Common Stock
were  automatically  granted  to  each  non-employee  Director  upon  his or her
election to the Board. As of August 1997,  pursuant to a Compensation Policy for
non-employee  Directors,  each  non-employee  Director  shall  be  automatically
granted  options  to  purchase  15,000  shares of Common  Stock  upon his or her
election to the Board.  Thereafter,  each continuing non-employee Director shall
be entitled to receive,  annually,  options to purchase  the number of shares of
Common Stock equal to 1/10 of 1% of the number of  outstanding  shares of Common
Stock.  During the year ended  December  31,  1997,  options to purchase  54,000
shares of Common Stock were granted to non-employee Directors of the Registrant.
Such  options  were  granted  at prices  ranging  from $2.69 to $2.88 per share,
representing  the fair market  value of the Common  Stock on the dates of grant.
These options expire on various dates through November 13, 2007.

COMMITTEES OF THE BOARD OF DIRECTORS; BOARD OF DIRECTORS MEETINGS

           The Board of  Directors  has an Audit  Committee  and a  Compensation
Committee.  The  Audit  Committee  recommends  to the  Board  of  Directors  the
appointment  of  independent  auditors  to audit the  Registrant's  consolidated
financial  statements,  reviews the Registrant's internal control procedures and
advises the Registrant on tax and other matters connected with the growth of the
Registrant.  The Audit  Committee also reviews with  management the annual audit
and  other  work  performed  by  the  independent  auditors.   The  Registrant's
Compensation  Committee  administers the Registrant's 1991 Stock Option Plan and
reviews  and  recommends  to the Board of  Directors  the  nature  and amount of
compensation  to be paid  to the  Registrant's  executive  officers.  The  Audit
Committee and the  Compensation  Committee both consist of Randolph W. Arnegger,
Charles L. Bolling and Michael McGovern.

           During the Registrant's last fiscal year ended December 31, 1997, the
Board of Directors held seven  meetings,  the Audit  Committee held two meetings
and the Compensation  Committee held three meetings.  Each Director  attended at
least 75% of the total number of meetings of the Board of  Directors  which were
held during the period

                                       -4-

<PAGE>



he or she served as a Director  in the fiscal year ended  December  31, 1997 and
meetings of each Committee on which such Director served.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

           The  members of the  Compensation  Committee  during the fiscal  year
ended December 31, 1997 were Randolph W. Arnegger,  Charles L. Bolling,  Ehud D.
Laska,  Michael McGovern and Dorris E. Wardell,  all of whom are, or were at the
time,  non-employee  Directors.  No member of the  Compensation  Committee has a
relationship  that would constitute an interlocking  relationship with Executive
Officers or Directors of another entity.

EMPLOYMENT AGREEMENTS

           Mr.  James R.  Murphy,  Chairman  of the Board,  President  and Chief
Executive  Officer,  entered into an employment  agreement  with the  Registrant
dated as of June 12, 1995  providing  for an initial term which was scheduled to
expire on June 12,  1998.  Under the terms of this  agreement,  as amended,  Mr.
Murphy's  annual base salary is $245,000.  The  agreement  with Mr.  Murphy also
provides for bonuses at the  recommendation  and discretion of the  Compensation
Committee of the Registrant's  Board of Directors and a severance  payment equal
to two years salary and immediate  vesting of all outstanding stock options upon
termination  following  a change in control of the  Registrant.  Pursuant to the
agreement,  if  terminated  without  cause,  Mr.  Murphy  will be  entitled to a
severance  payment  equal  to one  year  salary  and  immediate  vesting  of all
outstanding stock options.

           Dr. Robert M. Stote, Senior Vice President and Chief Science Officer,
entered into an employment  agreement with the  Registrant  dated as of June 12,
1995  providing  for an initial  term which was  scheduled to expire on June 12,
1998.  Under the terms of this  agreement,  as amended,  Dr. Stote's annual base
salary is $225,000.  The  agreement  with Dr. Stote also provides for bonuses at
the  recommendation  and  discretion  of  the  Compensation   Committee  of  the
Registrant's  Board of  Directors  and a  severance  payment  equal to two years
salary and immediate  vesting of all outstanding  stock options upon termination
following a change in control of the Registrant.  Pursuant to the agreement,  if
terminated  without  cause,  Dr.  Stote will be entitled to a severance  payment
equal to one year salary and immediate vesting of all outstanding stock options.

           Mr.  Michael D.  Price,  Vice  President,  Chief  Financial  Officer,
Secretary  and  Treasurer,   entered  into  an  employment  agreement  with  the
Registrant  dated as of June 12, 1995  providing  for an initial  term which was
scheduled  to expire on June 12,  1998.  Under the terms of this  agreement,  as
amended,  Mr.  Price's  annual base salary is $150,000.  The agreement  with Mr.
Price also  provides for bonuses at the  recommendation  and  discretion  of the
Compensation  Committee of the  Registrant's  Board of Directors and a severance
payment equal to two years salary and immediate vesting of all outstanding stock
options  upon  termination  following  a change in  control  of the  Registrant.
Pursuant to the  agreement,  if  terminated  without  cause,  Mr.  Price will be
entitled to a severance  payment equal to one year salary and immediate  vesting
of all outstanding stock options.

1991 STOCK OPTION PLAN

           The  Registrant's  1991  Stock  Option  Plan (the  "1991  Plan")  was
unanimously adopted by the Board of Directors on September 30, 1991, approved by
the Stockholders at the December 1991 Annual Meeting of Stockholders and amended
to increase  the number of shares  available  under the plan to an  aggregate of
500,000 by the Stockholders at the February 1993, June 1994 and June 1997 Annual
Meetings  of  Stockholders.  The  purpose  of the 1991  Plan is to  promote  the
interests of the Registrant in attracting and

                                       -5-

<PAGE>



retaining  employees  (including  Officers) and  experienced  and  knowledgeable
non-employee Directors for the Registrant and its subsidiaries, by enabling them
to acquire or increase a proprietary interest in the Registrant, to benefit from
appreciation  in  the  value  of  the  Registrant's   Common  Stock  and,  thus,
participate in the long-term growth of the Registrant.

           During the fiscal year ended  December 31, 1997,  options to purchase
10,000 shares of Common Stock were granted to an employee of the  Registrant who
is not an executive  officer.  Such options were granted at a price of $2.88 per
share,  representing  the fair market  value of the Common  Stock on the date of
grant. These options expire on July 18, 2007

401(k) RETIREMENT PLAN

           The Registrant  sponsors a 401(k) retirement plan (the "401(k) Plan")
under which eligible employees may contribute, on a pre-tax basis, between 1% to
15% of their  respective  total annual  income from the  Registrant,  subject to
maximum  aggregate annual  contribution  imposed by the Internal Revenue Code of
1986 as amended.  All full-time employees who have worked for the Registrant for
at least six months are eligible to participate in the 401(k) Plan. All employee
contributions  are  allocated  to the  employee's  individual  account  and  are
invested  in  various  investment  options as  directed  by the  employee.  Cash
contributions are fully vested and nonforfeitable.  The Registrant made matching
contributions  to the  401(k)  Plan for the 1997  fiscal  year in the  amount of
$27,208 and is continuing to match 50% of each eligible employee's  contribution
in fiscal 1998.

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                --------------------------------------------------------------

           The following table sets forth information as of April 28, 1998 as to
(i) each person  (including any "group" as that term is used in Section 13(d)(3)
of the  Securities  Exchange  Act of  1934,  as  amended)  who is  known  to the
Registrant  to be  the  beneficial  owner  of  more  than  five  percent  of the
Registrant's  Common Stock,  its only class of voting  securities,  and (ii) the
shares of the  Registrant's  Common Stock  beneficially  owned by all  Executive
Officers and Directors of the Registrant as a group.

                                             Amount and
                                             Nature of
                                             Beneficial           Percent
Name and Address of Beneficial Owner:        Ownership (1)        of Class
-------------------------------------        -------------        --------

Estate of Richard C. Perry                   3,665,000(2)         37.10%
2635 Century Parkway, N.E.
Suite 1000
Atlanta, GA 30345

Michael McGovern                             865,900(3)           9.96%
65 Maryeanna Drive N.E.
Atlanta, GA  30342

The Dreyfus Corporation                      590,958(4)           7.01%
c/o Mellon Bank Corp.
One Mellon Bank Center
Pittsburgh, PA 15258




                                       -6-

<PAGE>



Light Associates                             550,594(5)           6.27%
1031 Rosewood Way
Alameda, CA 94501

All current Executive Officers and         1,582,302(6)          16.87%
Directors as a group (6 persons)


(1)   Except as otherwise indicated, all shares of Common Stock are beneficially
      owned, and sole investment and voting power is held, by the persons named.

(2)   Includes  1,000,000  shares of Common  Stock which the estate of Mr. Perry
      has the right to acquire pursuant to presently  exercisable stock purchase
      warrants and 450,000 shares which the estate of Mr. Perry has the right to
      receive  upon  the  conversion  of  12%  Convertible  Senior  Subordinated
      Debentures.

(3)   Includes  263,500 shares of Common Stock which Mr.  McGovern has the right
      to acquire pursuant to presently  exercisable stock purchase warrants (the
      "Warrants").

(4)   As reported in The Dreyfus  Corporation  Schedule 13-G  (Amendment  No. 1)
      dated January 15, 1998.

(5)   As reported in the Light Associates  Schedule 13-D (Amendment No. 8) dated
      December 26, 1997.  Includes  350,000 shares which Mr. Light has the right
      to acquire pursuant to presently exercisable stock purchase warrants.

(6)   Includes  668,599  shares of Common  Stock  which  certain of the  current
      Executive  Officers  and  Directors  have a right to acquire  pursuant  to
      presently  exercisable  stock  options and 276,000  shares of Common Stock
      which certain of the current Executive Officers and Directors have a right
      to acquire pursuant to presently  exercisable stock purchase warrants (the
      "Warrants")  and 5,600 shares of Common Stock which certain of the current
      Executive  Officers  and  Directors  have a  right  to  acquire  upon  the
      conversion  of  12%  Convertible  Senior   Subordinated   Debentures  (the
      "Debentures"),  which Warrants and  Debentures  were purchased in the 1996
      public offering.

           The  following  table sets  forth  information  regarding  beneficial
ownership of the  Registrant's  Common Stock as of April 28, 1998 as to (i) each
Director of the Registrant,  (ii) each Executive Officer of the Registrant named
in the  Summary  Compensation  Table set  forth  above,  and  (iii) all  current
Executive Officers and Directors as a group.

                                         Amount and Nature of         Percent
Name of Beneficial Owner                 Beneficial Ownership (1)     of Class
------------------------                 ------------------------     --------

James R. Murphy                          271,987(2)                   3.13%
Chairman of the Board, President,
Chief Executive Officer and Director

Robert M. Stote, M.D.                    260,366(3)                   3.00%
Senior Vice President, Chief
Science Officer and Director




                                       -7-

<PAGE>



Michael D. Price                         170,636(4)                   1.99%
Vice President, Chief
Financial Officer, Secretary,
Treasurer and Director

Randolph W. Arnegger                       4,413(5)                     *
Director

Charles L. Bolling                         9,000(6)                     *
Director

Michael McGovern                         865,900(7)                   9.96%
Director

All current Executive Officers
and Directors as a group (6 persons)   1,582,302(8)                  16.87%

----------------------
*   Less than one percent

(1)   Except as otherwise indicated, all shares are beneficially owned, and sole
      investment and voting power is held, by the persons named.

(2)   Includes  1,000  shares of Common  Stock owned by Mr.  Murphy's  son as to
      which Mr. Murphy disclaims  beneficial  ownership.  Also, includes 253,000
      shares of Common Stock which Mr. Murphy has the right to acquire  pursuant
      to presently  exercisable  stock  options and 1,500 shares of Common Stock
      which  Mr.  Murphy  has  the  right  to  acquire   pursuant  to  presently
      exercisable  stock purchase  warrants (the "Warrants") and 1,200 shares of
      Common Stock which Mr.  Murphy has a right to acquire upon the  conversion
      of 12% Convertible  Senior  Subordinated  Debentures  (the  "Debentures"),
      which Warrants and Debentures were purchased in the 1996 public offering.

(3)   Includes  239,166  shares of Common Stock which Dr. Stote has the right to
      acquire pursuant to presently  exercisable stock options and 10,000 shares
      of Common  Stock  which Dr.  Stote has the right to  acquire  pursuant  to
      presently  exercisable  stock purchase warrants (the "Warrants") and 4,000
      shares of Common  Stock  which Dr.  Stote has a right to acquire  upon the
      conversion  of  12%  Convertible  Senior   Subordinated   Debentures  (the
      "Debentures"),  which Warrants and  Debentures  were purchased in the 1996
      public offering.

(4)   Includes 101 shares of Common  Stock owned by Mr.  Price's son as to which
      Mr. Price disclaims beneficial ownership.  Also includes 165,833 shares of
      Common  Stock  which  Mr.  Price  has the  right to  acquire  pursuant  to
      presently exercisable stock options and 1,000 shares of Common Stock which
      Mr. Price has the right to acquire pursuant to presently exercisable stock
      purchase  warrants (the  "Warrants")  and 400 shares of Common Stock which
      Mr. Price has a right to acquire upon the  conversion  of 12%  Convertible
      Senior  Subordinated  Debentures  (the  "Debentures"),  which Warrants and
      Debentures were purchased in the 1996 public offering.

(5)   Includes 3,600 shares of Common Stock which Mr.  Arnegger has the right to
      acquire pursuant to presently exercisable stock options.

(6)   Includes  7,000 shares of Common Stock which Mr.  Bolling has the right to
      acquire pursuant to presently exercisable stock options.


                                       -8-

<PAGE>



(7)   Includes  263,500 shares of Common Stock which Mr.  McGovern has the right
      to acquire pursuant to presently  exercisable stock purchase warrants (the
      "Warrants").

(8)   Includes  668,599  shares of Common  Stock  which  certain of the  current
      Executive  Officers  and  Directors  have a right to acquire  pursuant  to
      presently  exercisable  stock  options and 276,000  shares of Common Stock
      which certain of the current Executive Officers and Directors have a right
      to acquire pursuant to presently  exercisable stock purchase warrants (the
      "Warrants")  and 5,600 shares of Common Stock which certain of the current
      Executive  Officers  and  Directors  have a  right  to  acquire  upon  the
      conversion  of  12%  Convertible  Senior   Subordinated   Debentures  (the
      "Debentures"),  which Warrants and  Debentures  were purchased in the 1996
      public offering.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
               ----------------------------------------------

            Not applicable.


                                       -9-

<PAGE>



                                    SIGNATURE


Pursuant  to the  requirements  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.




Dated:     April 30, 1998                 By: /s/ Michael D. Price
                                             ----------------------------
                                             Michael D. Price
                                             Vice President, Chief Financial
                                             Officer, Treasurer and Secretary 
                                             (principal financial and accounting
                                             officer)



                                      -10-