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

                               AMENDMENT NO. 1 TO
                                   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, 2001
                                                               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)

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

65 Lafayette Road, 3rd Floor, North Hampton, NH                         03862
-----------------------------------------------                     ------------
(Address of principal executive offices)                             (Zip Code)

       Registrant's telephone number, including area code: (603) 964-8006
                                                           --------------


           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
   Class B Redeemable Warrants     American Stock Exchange

        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          Aggregate Market Value  As of Close of Business on
----------------------------  ----------------------  --------------------------
Common Stock, $.02 par value        $123,008,607              March 19, 2002

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        14,708,228                March 19, 2002

                       DOCUMENTS INCORPORATED BY REFERENCE
  Proxy Statement for the 2002 Annual Meeting of Stockholders - Incorporated by
                   Reference into Part III of this Form 10-K

<PAGE>

                                     PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
              ---------------------------------------------------------------



                                                                         Page
                                                                         ----

(a)  The following  documents are filed as a part of the initial  filing of this
     report:

     (1)  Financial Statements:

          Index to Consolidated Financial Statements                     F-1

          Independent Auditors' Report                                   F-2

          Consolidated Balance Sheets as of December 31, 2001 and 2000   F-3

          Consolidated Statements of Operations and of
          Comprehensive Income (Loss) for the years ended
          December 31, 2001, 2000 and 1999                               F-4

          Consolidated Statements of Changes in Stockholders'
          Equity for the years ended December 31, 2001, 2000 and 1999    F-5

          Consolidated Statements of Cash Flows for the years ended
          December 31, 2001, 2000 and 1999                               F-6 to
                                                                         F-7

          Notes to Consolidated Financial Statements                     F-8 to
                                                                         F-28


                                  EXHIBIT INDEX

     (3)  Exhibits filed as part of this report:

Exhibit
Number                            Description
------                            -----------

3.1       Articles of Incorporation of the Registrant, as amended and restated.
          (Reference is made to Appendix B to the Registrant's Definitive Proxy
          Statement for Annual Meeting of Stockholders filed with the Securities
          and Exchange Commission on May 18, 1999, which exhibit is incorporated
          herein by reference.)

                                       2
<PAGE>


Exhibit
Number                            Description
------                            -----------

3.2       Bylaws of the Registrant, as amended and restated. (Reference is made
          to Appendix C to the Registrant's Definitive Proxy Statement for
          Annual Meeting of Stockholders filed with the Securities and Exchange
          Commission on May 18, 1999, which exhibit is incorporated herein by
          reference.)

3.3       Rights Agreement, dated as of December 22, 1999, between the
          Registrant and American Stock Transfer and Trust Company, as Rights
          Agent, including the form of Rights Certificate as Exhibit B thereto.
          (Reference is made to Exhibit 4.1 to the Registrant's Form 8-K, filed
          December 27, 1999 (date of earliest event reported December 22, 1999),
          Commission File No. 1-10581, which exhibit is incorporated herein by
          reference.)

4.1       Registrant's Amended and Restated 1991 Stock Option Plan. (Reference
          is made to Appendix D to the Registrant's Definitive Proxy Statement
          for Annual Meeting of Stockholders filed with the Securities and
          Exchange Commission on May 18, 1999, which exhibit is incorporated
          herein by reference.)

4.2       Form of Non-qualified Stock Option Agreement under the Registrant's
          1991 Stock Option Plan. (Reference is made to Exhibit 4.25 to the
          Registrant's Form 10-K dated June 30, 1992, Commission File No.
          1-10581, which exhibit is incorporated herein by reference.)

4.3       Form of Warrant Agreement, including form of Class A and Class B
          Warrant. (Reference is made to Exhibit 4.29 to the Registrant's
          Registration Statement on Form S-1, Commission File No. 33-65125,
          which exhibit is incorporated herein by reference.)

4.4       Form of Underwriter Warrant. (Reference is made to Exhibit 4.30 to the
          Registrant's Registration Statement on Form S-1, Commission File No.
          33-65125, which exhibit is incorporated herein by reference.)

4.5       Warrant issued by the Registrant for the benefit of Hsu, dated
          February 11, 1999. (Reference is made to exhibit 7.4 to the
          Registrant's Form 8-K filed February 26, 1999, Commission File No.
          1-10581, which exhibit is incorporated herein by reference.)

4.6       Registrant's 2001 Employee Stock Option Plan. (Reference is made to
          Appendix B to the Registrant's Definitive Proxy Statement for he
          Annual Meeting of Stockholders filed with the SEC on April 9, 2001,
          which exhibit is incorporated herein by reference.)

4.7       Registrant's 2001 Directors' Stock Option Plan. (Reference is made to
          Appendix C to the Registrant's Definitive Proxy Statement for he
          Annual Meeting of Stockholders filed with the SEC on April 9, 2001,
          which exhibit is incorporated herein by reference.)

                                       3
<PAGE>


Exhibit
Number                            Description
------                            -----------


4.8*      Form of Stock Option contract under the Registrant's 2001 Employee
          Stock Option Plan.

4.9*      Form of Stock Option contract under the Registrant's 2001 Directors'
          Stock Option Plan.

10.1**    Employment Agreement dated as of January 1, 2002 between the
          Registrant and James R. Murphy.

10.2      Employment Agreement dated as of August 31, 1998 between the
          Registrant and Robert M. Stote, M.D. (Reference is made to Exhibit
          10.2 to the Registrant's Form 10-K dated December 31, 1998, Commission
          File No. 1-10581, which exhibit is incorporated herein by reference.)

10.3**    Employment Agreement dated as of January 1, 2002 between the
          Registrant and Michael D. Price.

10.4**    Employment Agreement dated as of January 1, 2002 between the
          Registrant and Robert J. Gyurik.

10.5      Employment Agreement dated as of August 14, 2000 between the
          Registrant and Jordan A. Horvath. (Reference is made to Exhibit 10.1
          to the Registrant's Form 10-Q dated September 30, 2000, Commission
          File No. 1-10581, which exhibit is incorporated herein by reference.)

10.6      Agreement between the Registrant and Hsu dated February 1, 1999,
          effective as of December 31, 1998. (Reference is made to Exhibit 7.1
          to the Registrant's Form 8-K filed February 26, 1999, Commission File
          No. 1-10581, which exhibit is incorporated herein by reference.)

10.7      Agreement between the Registrant and Fabrica De Productos Quimicos Y
          Farmaceuticos Abello, S.A. relating to the Registrant's acquisition of
          the Codeisan Health Registration in Spain, along with the related
          trademark, inventory and production equipment. (Reference is made to
          Exhibit 10.2 to the Registrant's Form 10-Q dated September 30, 2000,
          Commission File No. 1-10581, which exhibit is incorporated herein by
          reference.)

                                       4
<PAGE>


Exhibit
Number                            Description
------                            -----------

10.8      Purchase and Sale Agreement between Laboratorios Belmac, S.A. and
          Shire Pharmaceuticals Iberica, S.L. dated November 21, 2000 relating
          to the sale of the registration rights and dossier of the product
          Controlvas (in summary translation from Spanish) (Reference is made to
          Exhibit 2.1 to Amendment No. 2 to the Registrant's Form 8-K/A filed
          May 7, 2001, Commission File No. 1-10581, which exhibit is
          incorporated herein by reference.)

10.9      Purchase and Sale Agreement between Laboratorios Belmac, S.A. and
          Shire Pharmaceuticals Iberica, S.L. dated November 21, 2000 relating
          to the sale of the trademark to the product Controlvas (in summary
          translation from Spanish). (Reference is made to Exhibit 2.2 to
          Amendment No. 2 to the Registrant's Form 8-K/A filed May 7, 2001,
          Commission File No. 1-10581, which exhibit is incorporated herein by
          reference.)

10.10**   License Agreement between the Registrant and Auxilium A2, Inc. dated
          May 31, 2000, including Amendment No. 1 thereto dated October 2000 and
          Amendment No. 2 dated May 31, 2001. (1)

10.11**   Agreement between the Registrant and Pfizer Inc dated October 25,
          2001.

10.12**   Supply Agreement, License Agreement and Rights Agreement between
          Laboratorios Belmac, S.A., Laboratorios Davur, S.A. and Teva
          Pharmaceutical Industries Ltd. Dated July 18, 2000. (1)

21.1*     Subsidiaries of the Registrant.

23.1*     Consent of Deloitte & Touche LLP.


   (b)    Reports on Form 8-K filed during the fiscal quarter ended December 31,
          2001:

               None.


---------------
*         Previously filed.
**        Filed herewith.

(1)       Confidential treatment has been requested with respect to certain
          portions of this exhibit.

                                       5
<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
                                           Date:  March 20, 2002




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