Exhibit 4.13

                               AMENDMENT NO. 2 TO
                        2001 DIRECTORS' STOCK OPTION PLAN
                                       OF
                          BENTLEY PHARMACEUTICALS, INC.





         Amendment  No. 2 dated as of  November  4, 2003 to the 2001  Directors'
Stock Option Plan of Bentley Pharmaceuticals, Inc. (the "Plan").

                                  ************

         1.  Section  14 of the  Plan is  hereby  deleted  in its  entirety  and
replaced with the following:

                 "14. Non-Transferability. No option granted under the
             Plan shall be transferable other than by will or the laws
             of  descent   and   distribution,   and  options  may  be
             exercised,  during the lifetime of the optionee,  only by
             the  optionee or the  optionee's  Legal  Representatives.
             Except to the extent provided  above,  options may not be
             assigned,  transferred,  pledge, hypothecated or disposed
             of in any way (whether by operation of law or  otherwise)
             and shall not be  subject  to  execution,  attachment  or
             similar  process,  and  any  such  attempted  assignment,
             transfer,  pledge,  hypothecation or disposition shall be
             null and void ab initio and of no force or effect.

                 Notwithstanding the foregoing,  the vested portion of
             an option  may be  transferred  by the  optionee  without
             consideration,  subject  to such  rules  as the  Board of
             Directors may adopt to preserve the purposes of the Plan,
             to:

                      (A)  any  or  all  of  the  optionee's   spouse,
             children   or   grandchildren   (including   adopted  and
             stepchildren  and   grandchildren)   (collectively,   the
             "Immediate Family");

                      (B) a  trust  solely  for  the  benefit  of  the
             optionee  and/or his or her  Immediate  Family (a "Family
             Trust"); or

                      (C) a partnership or limited liability companies
             whose only  partners or members are the  optionee  and/or
             his or her Immediate Family and/or a Family Trust;


<PAGE>

             (each  transferee  described in clauses (A), (B), and (C)
             above  is   hereinafter   referred  to  as  a  "Permitted
             Transferee");   provided  that  the  optionee  gives  the
             Administrators  advance  written  notice  describing  the
             terms and  conditions  of the  proposed  transfer and the
             Administrators notify the optionee in writing that such a
             transfer would comply with the requirements of the Plan.

                 If  any  portion  of  an  option  is  transferred  in
             accordance with the immediately  preceding sentence,  the
             terms  of  the  option  shall  apply  to  the   Permitted
             Transferee  and  any  reference  in the  Contract  to the
             optionee,  shall be  deemed  to  refer  to the  Permitted
             Transferee,  except that (a) Permitted  Transferees shall
             not be entitled to transfer an option, other than by will
             or the laws of descent and  distribution;  (b)  Permitted
             Transferees   shall  not  be  entitled  to  exercise  the
             transferred  option  unless  there  shall be in  effect a
             registration  statement on an  appropriate  form covering
             the shares to be  acquired  pursuant  to the  exercise of
             such  option if the  Administrators  determine  that such
             registration  statement is necessary or appropriate;  (c)
             the  Administrators  or the Company shall not be required
             to provide any notice to a Permitted Transferee,  whether
             or not  such  notice  is or  would  otherwise  have  been
             required  to be given to the  optionee  under the Plan or
             otherwise; and (d) the consequences of termination of the
             optionee's  status as a director of the Company under the
             terms of the Plan and the Contract  shall  continue to be
             applied with respect to the optionee, following which the
             option shall be exercisable  by the Permitted  Transferee
             only to the extent, and for the periods, specified in the
             Plan and the Contract."


         2. All  capitalized  terms used herein and not defined herein which are
defined in the Plan, shall have the same meaning herein as in the Plan.

         3. The Plan as amended hereby remains in full force and effect.





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