UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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
 incorporation or organization)                             Identification No.)


              65 Lafayette Road, 3rd Floor, North Hampton, NH 03862
                (Current Address of Principal Executive Offices)


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

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

The number of shares of the registrant's common stock outstanding as of August
10, 2001 was 14,071,767.

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                             BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

                              FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2001

                                                  INDEX

Part I.           FINANCIAL INFORMATION                                                            PAGE
                  ---------------------                                                            ----
<S>                                                                                                   <C>

                  Item 1.  Consolidated Financial Statements:

                           Consolidated Balance Sheets as of June 30, 2001 (unaudited)
                           and December 31, 2000                                                      3

                           Consolidated Statements of Operations and of Comprehensive
                           Loss (unaudited) for the three months ended June 30, 2001
                           and 2000, and the six months ended June 30, 2001 and 2000                  4

                           Consolidated Statement of Changes in Stockholders' Equity
                           (unaudited) for the six months ended June 30, 2001                         5

                           Consolidated Statements of Cash Flows (unaudited) for the
                           six months ended June 30, 2001 and 2000                                    6

                           Notes to Consolidated Financial Statements (unaudited)                     8

                  Item 2.  Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                        14

                  Item 3.  Quantitative and Qualitative Disclosures About Market Risk                 23


Part II.          OTHER INFORMATION
                  -----------------


                  Item 1.  Legal Proceedings                                                          25

                  Item 4.  Submission of Matters to a Vote of Security Holders                        25

                  Item 6.  Exhibits and Reports on Form 8-K                                           26



                                       2

<PAGE>

                                      BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS

                                                                                   (unaudited)
(in thousands)                                                                       June 30,                  December 31,
                                                                                       2001                        2000
                                                                                       ----                        ----
ASSETS
------

Current assets:
 Cash and cash equivalents                                                              $3,656                    $4,816
 Receivables, net                                                                        5,344                     5,135
 Inventories, net                                                                        2,269                     1,827
 Deferred taxes                                                                             38                       851
 Prepaid expenses and other                                                                662                       475
                                                                                        ------                    ------
  Total current assets                                                                  11,969                    13,104
                                                                                        ------                    ------
Non-current assets:
 Fixed assets, net                                                                       4,209                     4,139
 Drug licenses and related costs, net                                                   10,122                    10,979
 Receivables from related parties                                                          478                       463
 Other non-current assets, net                                                             185                       192
                                                                                        ------                    ------
  Total non-current assets                                                              14,994                    15,773
                                                                                        ------                    ------
                                                                                       $26,963                   $28,877
                                                                                       =======                   =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
 Accounts payable                                                                       $3,307                    $2,645
 Accrued expenses                                                                        1,536                       968
 Short-term borrowings                                                                   1,063                     2,447
 Current portion of long-term debt                                                         204                       738
 Deferred income                                                                           106                     2,564
                                                                                        ------                    ------
  Total current liabilities                                                              6,216                     9,362
                                                                                        ------                    ------
Non-current liabilities:
 Long-term debt                                                                            188                       623
 Taxes payable                                                                           1,821                       908
 Other non-current liabilities                                                              99                       168
                                                                                        ------                    ------
  Total non-current liabilities                                                          2,108                     1,699
                                                                                        ------                    ------
Commitments and contingencies

Stockholders' equity:
  Preferred stock,  $1.00 par value, authorized 2,000
   shares, issued and outstanding, zero shares                                               -                         -
  Common stock,$.02 par value, authorized 35,000 shares,
   issued and outstanding, 13,955 and 13,914 shares                                        279                       278
  Stock purchase warrants (to purchase 4,034 and 4,038
   shares of common stock)                                                                 632                       632
  Additional paid-in capital                                                            95,455                    95,227
  Accumulated deficit                                                                  (73,620)                  (75,693)
  Accumulated other comprehensive loss                                                  (4,107)                   (2,628)
                                                                                        ------                    ------
   Total stockholders' equity                                                           18,639                    17,816
                                                                                        ------                    ------
                                                                                       $26,963                   $28,877
                                                                                       =======                   =======

 The accompanying unaudited Notes to Consolidated Financial Statements are an integral part of these financial statements.

                                                            3
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                                      BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS AND OF COMPREHENSIVE INCOME (LOSS)
                                                       (unaudited)

(in thousands, except per share data)                           For the Three Months                 For the Six Months
                                                                    Ended June 30,                     Ended June 30,
                                                               -----------------------             ----------------------
                                                               2001               2000             2001              2000
                                                               ----               ----             ----              ----

Net sales                                                     $6,125             $4,594          $11,939            $9,679
Cost of sales                                                  2,687              1,736            5,136             3,694
                                                              ------             ------           ------            ------
 Gross profit                                                  3,438              2,858            6,803             5,985
                                                              ------             ------           ------            ------
Operating expenses:
 Selling, general and administrative                           3,235              2,528            6,305             4,966
 Research and development                                        463                298              884               375
 Depreciation and amortization                                   208                133              447               277
                                                              ------             ------           ------            ------
  Total operating expenses                                     3,906              2,959            7,636             5,618
                                                              ------             ------           ------            ------
Gain on sale of drug license                                       -                  -            4,977                 -
                                                              ------             ------           ------            ------

Income (loss) from operations                                   (468)              (101)           4,144               367
                                                              ------             ------           ------            ------

Other income (expenses):
 Interest income                                                  33                 92               91               184
 Interest expense                                                (52)               (30)            (123)             (296)
 Other income (expense), net                                      12                  -               14                 -
                                                              ------             ------           ------            ------
Income (loss) before income taxes                               (475)               (39)           4,126               255

Provision for foreign income taxes                                94                143            2,053               396
                                                              ------             ------           ------            ------
Net income (loss)                                              ($569)             ($182)          $2,073             ($141)
                                                              ======             ======           ======            ======

Net income (loss) per common share:

  Basic                                                       ($0.04)            ($0.01)           $0.15            ($0.01)
                                                              ======             ======           ======            ======
  Diluted                                                     ($0.04)            ($0.01)           $0.13            ($0.01)
                                                              ======             ======           ======            ======
Weighted average common shares outstanding:

  Basic                                                       13,952             13,561           13,941            12,172
                                                              ======             ======           ======            ======
  Diluted                                                     13,952             13,561           15,690            12,172
                                                              ======             ======           ======            ======

Net income (loss)                                              ($569)             ($182)          $2,073             ($141)

Other comprehensive income (loss):

  Foreign currency translation gains (losses)                   (501)                 3           (1,479)             (361)
                                                              ------             ------           ------            ------

Comprehensive income (loss)                                  ($1,070)             ($179)            $594             ($502)
                                                             =======             ======           ======            ======

 The accompanying unaudited Notes to Consolidated Financial Statements are an integral part of these financial statements.


                                                            4
<PAGE>

                                           BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                             (unaudited)

(in thousands)

                                                  $.02 Par Value
                                                    Common Stock       Additional   Accumu-     Accumulated      Other
                                                    ------------        Paid-In      lated     Other Compre-     Equity
                                                Shares        Amount    Capital     Deficit    hensive Loss   Transactions   Total
                                                ------        ------    -------     -------    ------------   ------------   -----

Balance at December 31, 2000                    13,914         $278      $95,227    ($75,693)      ($2,628)       $632      $17,816
Exercise of Class B Redeemable Warrants              4            -           21           -             -           -           21
Common Stock issued as Compensation                 37            1          207           -             -           -          208
Foreign currency translation adjustments, net        -            -            -           -        (1,479)          -       (1,479)
Net income                                           -            -            -       2,073             -           -        2,073
                                                ------         ----      -------    --------       -------        ----      -------
Balance at June 30, 2001                        13,955         $279      $95,455    ($73,620)      ($4,107)       $632      $18,639
                                                ======         ====      =======    ========       =======        ====      =======

      The accompanying unaudited Notes to Consolidated Financial Statements are an integral part of these financial statements.

                                                                 5
<PAGE>

                                           BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             (unaudited)

                                                                                                            For the Six Months
                                                                                                               Ended June 30,
(in thousands)                                                                                                 --------------
                                                                                                            2001          2000
                                                                                                            ----          ----
Cash flows from operating activities:

 Net income (loss)                                                                                         $2,073         ($141)

 Adjustments to reconcile net income (loss) to

    net cash provided by (used in) operating activities:

    Depreciation and amortization                                                                             447           277

    Equity-based compensation expense                                                                         208            45

    Other non-cash items                                                                                     (261)          (49)

    Deferred income and taxes                                                                                (820)            -

    (Increase) decrease in assets and

      increase (decrease) in liabilities:

        Receivables                                                                                          (489)         (259)

        Inventories                                                                                          (675)         (559)

        Prepaid expenses and other current assets                                                            (230)         (157)

        Other assets                                                                                          (26)         (159)

        Accounts payable and accrued expenses                                                               1,824          (217)

        Other liabilities                                                                                     (69)           (4)
                                                                                                            -----         ------
          Net cash provided by (used in) operating activities                                               1,982        (1,223)
                                                                                                            -----         ------
Cash flows from investing activities:

 Additions to fixed assets                                                                                   (648)         (414)

 Additions to drug licenses and related costs                                                                (231)         (766)

 Deferred income - sale of drug licenses                                                                       68             -

 Proceeds from sale of investments                                                                         19,294         6,993

 Purchase of investments                                                                                  (19,229)       (5,025)

 Receivables from related parties                                                                               -          (440)
                                                                                                             ----          ----
          Net cash (used in) provided by investing activities                                                (746)          348
                                                                                                             ----          ----


                                                    (Continued on following page)

      The accompanying unaudited Notes to Consolidated Financial Statements are an integral part of these financial statements.

                                                                 6
<PAGE>

                                           BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS (concluded)
                                                             (unaudited)

(in thousands)
                                                                                                          For the Six Months
                                                                                                            Ended June 30,
                                                                                                            --------------
                                                                                                           2001           2000
                                                                                                           ----           ----
Cash flows from financing activities:

 Repayment of borrowings                                                                                  ($2,366)        ($582)

 Proceeds from borrowings                                                                                      44           704

 Proceeds from exercise of stock options/warrants                                                              21         2,049
                                                                                                           ------        ------
         Net cash (used in) provided by financing activities                                               (2,301)        2,171
                                                                                                           ------        ------
Effect of exchange rate changes on cash                                                                       (95)          (58)
                                                                                                           ------        ------

Net (decrease) increase in cash and cash equivalents                                                       (1,160)        1,238

Cash and cash equivalents at beginning of period                                                            4,816         4,422
                                                                                                           ------        ------
Cash and cash equivalents at end of period                                                                 $3,656        $5,660
                                                                                                           ======        ======


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
The Company paid cash during the period for (in thousands):

 Interest                                                                                                    $124          $265
                                                                                                           ======        ======
 Income taxes                                                                                                 $88          $161
                                                                                                           ======        ======

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
The Company has issued or is obligated to issue Common Stock in exchange for services
as follows (in thousands):

 Number of shares                                                                                              36             6
                                                                                                           ======        ======
 Amount                                                                                                      $208           $45
                                                                                                           ======        ======
During the six months ended June 30, 2000, 7,254 debentures with principal
amount of $7,254,000, net of discount of $1,585,000 (and applicable unamortized
debt issuance costs totaling $929,000) were converted into approximately
2,901,000 shares of Common Stock.

The accompanying unaudited Notes to Consolidated Financial Statements are an integral part of these financial statements.

                                                          7
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                 BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

HISTORY AND OPERATIONS:

Bentley Pharmaceuticals, Inc. and its Subsidiaries (the "Company") is a
U.S.-based international pharmaceutical and drug delivery company specializing
in the development of products based upon innovative and proprietary drug
delivery systems. The Company also has a commercial presence in Europe, where it
manufactures, markets and distributes branded and generic pharmaceutical
products. The Company owns rights to certain U.S. and international patents and
related technology covering methods to enhance the absorption of drugs delivered
through biological tissues. The Company is developing this technology and is
targeting U.S., European and other international markets for the new product
applications. The Company is in negotiations with larger pharmaceutical
companies with the objective of entering into collaborations for the development
and marketing of various product applications, including: for the treatment of
onychomycosis, delivery of insulin, hormone replacement therapies, vaccines and
peptides. In Spain, the Company develops and registers late stage products, and
manufactures, packages and distributes both its own and other companies'
pharmaceutical products.

The strategic focus of the Company has shifted in response to the evolution of
the global health care environment. The Company emphasizes product distribution
in Spain, strategic alliances and product acquisitions. Its overall strategy has
been expanded due to the 1999 acquisition of permeation enhancement technology,
with the objective of entering into strategic partnerships and/or alliances,
that are anticipated to lead to milestone payments and royalty arrangements with
the strategic partners bearing the majority of development costs. Since this
technology is based on a series of GRAS (Generally Recognized As Safe)
compounds, products may be developed in a quicker and less costly fashion. The
technology facilitates the permeation of drugs administered through skin, across
mucosa or through the cornea in a variety of independent pharmaceutical formats.
The excipient most advanced in facilitating absorption is referred to by the
Company as CPE-215, although there are a number of other related compounds under
the same patents that also have enhancing characteristics.

The Company began taking measures over two years ago to enter the Spanish
generic drug market. The Company created a wholly-owned subsidiary to register,
market and distribute generic pharmaceutical products in Spain and began
aligning its business model to be competitive in this arena. In July 2000, the
Company also announced that it had entered into a strategic alliance with Teva
Pharmaceutical Industries, Ltd., whereby the Company will initially receive
licenses to more than 75 of Teva's products for registration and marketing in
Spain. Teva will supply the pharmaceutical products to the Company and the
Company's Spanish subsidiaries, Laboratorios Belmac and Laboratorios Davur, will
market the products in Spain. Teva was also granted a right of first refusal to
acquire Laboratorios Davur in the event that the Company decides to divest that
subsidiary.

                                       8
<PAGE>

BASIS OF CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company, at June 30, 2001 and 2000
included herein, have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with Accounting Principles Generally Accepted in the
United States of America have been condensed or omitted in so far as such
information was disclosed in the Company's consolidated financial statements for
the year ended December 31, 2000. These consolidated financial statements should
be read in conjunction with the summary of significant accounting policies and
the audited consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.

In the opinion of management, the accompanying unaudited consolidated financial
statements for the period ended June 30, 2001 and 2000 are presented on a basis
consistent with the audited consolidated financial statements for the year ended
December 31, 2000 and contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the Company's financial
position as of June 30, 2001 and the results of its operations and its cash
flows for the six months ended June 30, 2001 and 2000. The results of operations
for the six months ended June 30, 2001 should not be considered indicative of
the results to be expected for the year.

CASH AND CASH EQUIVALENTS:

Included in cash and cash equivalents at June 30, 2001 are approximately
$1,047,000 of short-term investments considered to be cash equivalents.

INVENTORIES:

Inventories are stated at the lower of cost or market, cost being determined on
the first in, first out ("FIFO") method, and are comprised of the following (in
thousands):

                                            June 30, 2001   December 31, 2000
                                            -------------   -----------------
Raw materials                                    $1,228           $692
Finished goods                                    1,093          1,196
                                                  -----          -----
                                                  2,321          1,888
Less allowance for slow moving inventory            (52)           (61)
                                                  -----          -----
                                                 $2,269         $1,827
                                                 ======         ======

                                       9
<PAGE>

SALE OF CONTROLVAS(R):

Laboratorios Belmac, S.A., a subsidiary of the Company, sold the trademark,
registration rights and dossier for its branded pharmaceutical product,
Controlvas(R), for approximately $5,148,000 during the six months ended June 30,
2001. The Company entered into an agreement to sell Controlvas(R) and received a
50% deposit from the purchaser in November 2000, which was reflected as Deferred
income in the Consolidated Balance Sheet as of December 31, 2000. The resulting
gain of approximately $4,977,000 has been recognized in the Consolidated
Statement of Operations for the six months ended June 30, 2001.

SALE OF AMANTADINE(R):

In June 2001, Laboratorios Belmac, S.A., a subsidiary of the Company, agreed to
sell the trademark, registration rights and dossier for its pharmaceutical
product, Amantadine(R), to a third party for 30 million Spanish pesetas
(approximately $153,000). The Company received a deposit of 11 million Spanish
pesetas (approximately $56,000) from the purchaser in June 2001, which has been
reflected as Deferred income in the Consolidated Balance Sheets as of June 30,
2001. A second payment of 11 million Spanish pesetas is due upon approval of the
transfer of the rights to the purchaser by the Spanish Ministry of Health and
the remaining 8 million Spanish pesetas (approximately $41,000) will be received
over the next five years, in the form of a royalty arrangement.

LICENSING ACTIVITIES:

During the second quarter of 2001, the Company entered into agreements with
Auxilium A2, Inc. regarding a new non-oral delivery formulation of a narcotic
for pain management and a new topical product for hormone replacement therapy,
both in combination with the Company's CPE-215(R) technology. The Company
received $50,000 upon entering into such agreements, which has been reflected as
Deferred income in the Consolidated Balance Sheets as of June 30, 2001. The
Company expects to receive additional payments based upon completion of specific
milestones and scaled royalties on net sales.

STOCKHOLDERS' EQUITY:

As a result of the continuing uncertainties in the stock markets and unfavorable
capital market conditions, on March 30, 2001 the Company's board of directors
extended the expiration date of all of the Company's outstanding Class B
Warrants from August 14, 2001 to December 31, 2002. Two Class B Warrants,
together, entitle the holder to purchase one share of the Company's Common Stock
at a price of $5.00 per share. The Class B Warrants are redeemable for $.05
each, by the Company, upon 30 day's written notice, after the closing price of
the Company's Common Stock equals or exceeds $6.50 for the preceding twenty
consecutive trading days. These Class B Warrants were included as a component of
a Unit offering in February 1996. This extension was considered to be a
modification of the terms of the 1996 offering; however,

                                       10
<PAGE>

because such warrants were investor warrants and could only be settled in cash,
there was no impact on the Company's consolidated financial statements as a
result of the modification.

PROVISION FOR INCOME TAXES:

The Company recorded a provision for foreign income taxes totaling $94,000 and
$2,053,000 for the three and six months ended June 30, 2001, respectively, as a
result of reporting taxable income for tax purposes in Spain, including the
capital gains tax arising from the sale of Controlvas(R). This amount differs
from the amount computed by applying the U.S. federal income tax rate of 34% to
pretax income primarily as a result of the change in the valuation allowance to
offset domestic deferred tax assets and certain nondeductible expenses in Spain.

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE:

Basic and diluted net income (loss) per common share is presented in accordance
with SFAS No. 128, "Earnings per Share".

Basic and diluted net income (loss) per common share is based on the weighted
average number of shares of common stock outstanding during each period. The
effect of the Company's outstanding stock options and stock purchase warrants
were considered in the diluted income (loss) per share calculations.

The following is a reconciliation between basic and diluted net income per
common share for the six months ended June 30, 2001. Dilutive securities
issuable for the six months ended June 30, 2001 include approximately 382,000
shares issuable as a result of Class B Warrants and approximately 1,367,000
shares issuable as a result of various stock options and warrants outstanding.

                                       (in thousands, except per share data)

For the Six Months Ended June 30, 2001:
                                                     Effect of
                                          Basic       Dilutive        Diluted
                                          EPS        Securities         EPS
                                          ---        ----------         ---
Net Income                               $2,073        ---            $2,073
Number of Common Shares                  13,941        1,749          15,690
Net Income Per Common Share              $  .15        ($.02)         $  .13

COMMITMENTS AND CONTINGENCIES:

On January 22, 2001, the Company settled a legal dispute, by paying $140,000 to
Creative

                                       11
<PAGE>

Technologies, Inc. and Creative Technologies, Inc. agreed to the dismissal of
the related suit with prejudice. Creative Technologies had asserted that it was
due a brokerage or finder's fee with respect to the Company's 1999 acquisition
of permeation enhancement technology. The Company included the accrual for the
$140,000 charge in the Consolidated Balance Sheet as of December 31, 2000 and
included the $140,000 charge and related legal costs of approximately $55,000 in
operating expenses in the Consolidated Statements of Operations for the year
ended December 31, 2000.

The Company was awarded a judgment of approximately $2,130,000 during the year
ended December 31, 1998, relating to the Company's claims of civil theft and
breach of employment agreement filed against its former President and Chief
Executive Officer, Michael M. Harshbarger, in 1993. The judgment included treble
damages totaling $418,000 related to its civil theft claim and $1,712,000
related to its breach of employment agreement claim. In addition to establishing
a receivable on its books, the Company has established a reserve equal to the
receivable. Harshbarger filed a Motion for Relief From Judgment in September
1999, alleging among other things that he was not provided notice of the August
24, 1998 jury trial. Discovery is ongoing and a hearing has been set for
November 27, 2001 to determine the merits of Harshbarger's claims. In the
opinion of management, the outcome is expected to have no adverse material
effect on the consolidated financial position or results of operations of the
Company.

SUBSEQUENT EVENT:

In July 2001, a warrant holder exercised the right to purchase 100,000 shares of
the Company's Common Stock for $2.50 per share, for which the Company received
net proceeds of $250,000.

RECLASSIFICATIONS:

Certain prior period amounts have been reclassified to conform with the current
year's presentation format. Such reclassifications are not material to the
consolidated financial statements.

NEW ACCOUNTING PRONOUNCEMENTS:

Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998 and
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure these instruments at fair value.
The accounting for changes in the fair value of a derivative (that is, gains and
losses) depends upon the intended use of the derivative and resulting
designation if used as a hedge. The Company adopted SFAS No. 133, as amended, on
January 1, 2001. The adoption of SFAS No. 133 did not have any impact on the
Company's consolidated financial statements.

                                       12
<PAGE>

On June 29, 2001, SFAS No. 141, "Business Combinations" was approved by the
Financial Accounting Standards Board (FASB). SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. Goodwill and certain intangible assets will remain on the
balance sheet and not be amortized. On an annual basis, and when there is reason
to suspect that their values have been diminished or impaired, these assets must
be tested for impairment, and write-downs may be necessary. The Company is
required to implement SFAS No. 141 on July 1, 2001 and it has not determined the
impact, if any, that this statement will have on its consolidated financial
position or results of operations.

On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was
approved by the FASB. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. The Company is required to implement SFAS No. 142 on
January 1, 2002 and it has not determined the impact, if any, that this
statement will have on its consolidated financial position or results of
operations.



                                       13
<PAGE>

                 BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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

Three Months Ended June 30, 2001 versus Three Months Ended June 30, 2000
------------------------------------------------------------------------

The Company reported net sales of $6,125,000 and a net loss of $569,000 or $.04
per basic and diluted common share for the three months ended June 30, 2001
compared to net sales of $4,594,000 and a net loss of $182,000 or $.01 per basic
and diluted common share for the same period in the prior year.

The Company's Spanish subsidiaries, Laboratorios Belmac S.A. and Laboratorios
Davur S.L., reported an increase in net sales of 44% in local currency for the
three months ended June 30, 2001 compared to the same period of the prior year;
however, a 7% decline in the value of the Spanish Peseta and related Euro
negatively impacted net sales by $473,000, resulting in net sales generated in
Spain of $6,125,000, or an increase of 33% over the prior year, when expressed
in U.S. dollars. The Company anticipated the opportunities that the emerging
generic drug market in Spain present and began taking measures over two years
ago to enter the Spanish generic drug market. The Company, through its
wholly-owned subsidiaries, began to register, market and distribute generic
pharmaceutical products in Spain and began aligning its business model to be
competitive in this arena, including hiring and training a new generic products
sales force, submission of generic-equivalent products to the Spanish Ministry
of Health for approval and a marketing campaign designed to position the Company
as a leader in the Spanish generic drug market. The increase in net sales is
primarily attributable to this effort. Sales of the product, Controlvas(R),
which accounted for approximately $622,000 of second quarter 2000 net sales,
were reduced to zero in the second quarter of 2001 as a result of the Company's
divestiture of the related drug license during the first quarter of 2001.

Gross margins for the three months ended June 30, 2001 decreased to 56% compared
to gross margins of 62% in the same period of the prior year, primarily as a
result of the mix of products sold as well as higher depreciation charges
resulting from the Company's recent renovations and improvements at its
manufacturing facility. Approximately 28% of the Company's net sales during the
three months ended June 30, 2001 were generic product sales, which typically
have lower sales prices and gross margins than branded products. In comparison,
the Company sold no generic drug products during the second quarter of the prior
year. As generic product sales become more significant in the future, gross
margins may continue to decrease. The Ministry of Health and the Pharma Industry
in Spain had entered into a two-year agreement that expired in December 1999,
whereby pharmaceutical companies in Spain, including the Company's Spanish
subsidiaries, were taxed on their growth as a vehicle for funding rising health
care costs in Spain. A new agreement was reached in March 2001, which also had
the effect of reducing gross margins by approximately $55,000, or one percentage
point, for the three months ended June 30, 2001.

The Company entered into a strategic alliance with Teva Pharmaceutical
Industries, Ltd. in July

                                       14
<PAGE>

2000, whereby the Company, through its Spanish subsidiaries, has received the
right to register and market, in Spain, more than 75 of Teva's products. The
products are comprised of both branded and generic forms. Sales from the
products are expected to begin gradually, but will progress over the next two to
three years. An investment in additional sales representatives will be required,
along with an increase in regulatory activities, both of which may create a
short term decrease in the Company's earnings. The Company, through its
subsidiary, Laboratorios Davur, has also submitted registrations to the Spanish
Ministry of Health for generic versions of various products, in response to
growing interest in generic drug products in Spain. The Company believes that
resulting gross margins may be lower on sales of such products. The Company's
decision to enter the generic drug market was based on its objectives to remain
competitive, grow sales and market share, and ultimately achieve profitability.

Selling, general and administrative expenses increased by $707,000 or 28%, to
$3,235,000 for the three months ended June 30, 2001 compared to $2,528,000 for
the same period of the prior year. Selling, general and administrative expenses,
as a percentage of net sales, decreased from 55% of second quarter 2000 net
sales to 53% of second quarter 2001 net sales. A significant portion (70% or
$2,251,000) of these second quarter 2001 expenses are selling and marketing
expenses, which are necessary for the Company to maintain and grow sales and
market share in Spain. Selling and marketing expenses increased by $659,000, or
41% over the same period of the prior year, and as a percent of net sales,
increased from 35% in the second quarter of 2000 to 37% in the second quarter of
2001, primarily as a result of sales and marketing programs designed to
introduce the Company's new generic drug products and support the launches of
such products in an attempt to promote product awareness and market share. The
7% decline in the value of the Spanish peseta and related Euro, in relation to
the U.S. dollar, during the period, had the effect of reducing selling and
marketing expenses by $154,000 for the three months ended June 30, 2001. General
and administrative expenses increased by 5% from $936,000 in the second quarter
of 2000 to $984,000 in the second quarter of 2001, decreasing from 20% of second
quarter 2000 net sales to 16% of second quarter 2001 net sales. The 7% decline
in the value of the Spanish peseta and related Euro, in relation to the U.S.
dollar, during the period, had the effect of reducing general and administrative
expenses by $32,000 for the three months ended June 30, 2001. The Company
intends to continue its efforts to carefully manage general and administrative
expenses.

The Company reported research and development expenses of $463,000 for the three
months ended June 30, 2001, which are 55% higher than research and development
expenses of $298,000 for the same period of the prior year. The increase in the
Company's costs for research and development is primarily the result of costs
associated with ongoing Phase I Clinical Studies (treatment of nail fungal
infections), pre-clinical programs underway in collaboration with universities
and with product formulation and testing efforts being performed in the
laboratory in the Company's U.S. headquarters, located in New Hampshire, and at
the Company's facility in Zaragoza, Spain. The U.S. laboratory is being used by
the Company to develop potential product applications using its permeation
enhancement technology. The limited expenditures in research and development
reflect the Company's direction of its resources toward projects that are
necessary for expansion of its portfolio of marketed products and clinical
trials involving its drug delivery technology, the results of which should
assist potential collaborators in the evaluation process. The Company intends to

                                       15
<PAGE>

continue to carefully manage its research and development expenditures in order
to ensure that its development programs are efficient and cost effective,
however, the Company does expect that its future expenditures for research and
development activities will continue to increase as a result of research and
development programs that are necessary to advance its technology in an effort
to achieve commercial viability.

Depreciation and amortization expenses totaled $208,000 for the three months
ended June 30, 2001, compared to $133,000 for the same period of the prior year.
The 56% increase was primarily due to higher amortization charges with respect
to recently acquired drug licenses and technologies, including Codeisan(R), and
to a lesser extent, higher depreciation charges with respect to recent asset
additions, partially offset by the effect of fluctuations in foreign currency
exchange rates. Depreciation and amortization charges are expected to continue
to be higher than in the prior year as a result of these acquisitions.

Interest income totaled $33,000 for the three months ended June 30, 2001
compared to $92,000 for the same period of the prior year primarily as a result
of lower short-term interest bearing investment balances and lower interest
rates on the investment balances during the three months ended June 30, 2001
compared to the same period of 2000.

Interest expense totaled $52,000 for the three months ended June 30, 2001
compared to $30,000 for the same period of the prior year. Interest expense
incurred during the second quarter of 2001 resulted primarily from the
outstanding balances on lines of credit used for operating purposes and lines of
credit and borrowings used to finance the purchase of the product Codeisan(R),
in Spain.

The Company recorded a provision for foreign income taxes totaling $94,000 for
the three months ended June 30, 2001 as a result of reporting taxable income for
tax purposes in Spain, compared to the provision for foreign income taxes of
$143,000 in the same period of the prior year, as a result of taxable income
earned in Spain. The provision for foreign income taxes would have been $9,000
higher than reported, absent the 7% decline in the value of the Spanish peseta
and related Euro in relation to the U.S. dollar during the period. The Company
generated additional U.S. federal net operating loss carry-forwards during the
quarter ended June 30, 2001. However, since the Company has not yet achieved
profitable domestic operations, it has recorded a valuation allowance for any
future benefit of such losses.

The Company reported a loss from operations of $468,000 for the three months
ended June 30, 2001 compared to a loss from operations of $101,000 in the same
period of the prior year. The impact of income from operations and the
non-operating items, primarily the provision for income taxes of $94,000,
resulted in a net loss of $569,000, or $.04 per basic and diluted common share
on 13,952,000 weighted average common shares outstanding for the three months
ended June 30, 2001, compared to a net loss in the same period of the prior year
of $182,000, or $.01 per basic and diluted common share on 13,561,000 weighted
average common shares outstanding.

                                       16
<PAGE>

Six Months Ended June 30, 2001 versus Six Months Ended June 30, 2000
--------------------------------------------------------------------

The Company reported net sales of $11,939,000 and recognized a gain of
$4,977,000 from the sale of its Controlvas(R) drug license which, together,
resulted in net income of $2,073,000 or $.15 per basic common share ($.13 per
diluted common share) for the six months ended June 30, 2001 compared to net
sales of $9,679,000 and a net loss of $141,000 or $.01 per basic and diluted
common share for the same period in the prior year.

The Company's Spanish subsidiaries, Laboratorios Belmac S.A. and Laboratorios
Davur S.L., reported an increase in net sales of 33% in local currency for the
six months ended June 30, 2001 compared to the same period of the prior year;
however, a 7% decline in the value of the Spanish Peseta and related Euro
negatively impacted net sales by $912,000, resulting in net sales generated in
Spain of $11,939,000, or an increase of 23% over the prior year, when expressed
in U.S. dollars. The Company anticipated the opportunities that the emerging
generic drug market in Spain present and began taking measures over two years
ago to enter the Spanish generic drug market. The Company, through its
wholly-owned subsidiaries, began to register, market and distribute generic
pharmaceutical products in Spain and began aligning its business model to be
competitive in this arena, including hiring and training a new generic products
sales force, submission of generic-equivalent products to the Spanish Ministry
of Health for approval and a marketing campaign designed to position the Company
as a leader in the Spanish generic drug market. The increase in net sales is
partially attributable to this effort. Sales of the product, Controlvas(R),
which accounted for approximately $1,187,000 of net sales in the first two
quarters of 2000, were reduced to approximately $60,000 in the first two
quarters of 2001 as a result of the Company's divestiture of the related drug
license during the first quarter of 2001. Also negatively impacting net sales
was a decision by the Spanish Ministry of Health to suspend from
commercialization a class of drugs that included Finedal, a product previously
marketed by the Company. The Company's net sales for the six months ended June
30, 2000 included sales of Finedal totaling approximately $200,000, while net
sales for the six months ended June 30, 2001 included no sales of Finedal. The
Company does not anticipate any future sales of this product nor does it
anticipate incurring any future costs with respect to this product.

Gross margins for the six months ended June 30, 2001 decreased to 57% compared
to gross margins of 62% in the same period of the prior year, primarily as a
result of the mix of products sold as well as higher depreciation charges
resulting from the Company's recent renovations and improvements at its
manufacturing facility. Approximately 24% of the Company's net sales during the
six months ended June 30, 2001 were generic product sales, which typically have
lower sales prices and gross margins than branded products. In comparison, the
Company sold no generic drug products during the first two quarters of the prior
year. As generic product sales become more significant in the future, gross
margins may continue to decrease. The Ministry of Health and the Pharma Industry
in Spain had entered into a two-year agreement that expired in December 1999,
whereby pharmaceutical companies in Spain, including the Company's Spanish
subsidiaries, were taxed on their growth as a vehicle for funding rising health
care costs in Spain. A new agreement was reached in March 2001, which also had
the effect of reducing gross margins by approximately $121,000, or one
percentage point, for the six months ended June 30, 2001.

                                       17
<PAGE>

The Company entered into a strategic alliance with Teva Pharmaceutical
Industries, Ltd. in July 2000, whereby the Company, through its Spanish
subsidiaries, has received the right to register and market, in Spain, more than
75 of Teva's products. The products are comprised of both branded and generic
forms. Sales from the products are expected to begin gradually, but will
progress over the next two to three years. An investment in additional sales
representatives will be required, along with an increase in regulatory
activities, both of which may create a short term decrease in the Company's
earnings. The Company, through its subsidiary, Laboratorios Davur, has also
submitted registrations to the Spanish Ministry of Health for generic versions
of various products, in response to growing interest in generic drug products in
Spain. The Company believes that resulting gross margins may be lower on sales
of such products. The Company's decision to enter the generic drug market was
based on its objectives to remain competitive, grow sales and market share, and
ultimately achieve profitability.

Selling, general and administrative expenses increased by $1,339,000 or 27%, to
$6,305,000 for the six months ended June 30, 2001 compared to $4,966,000 for the
same period of the prior year. Selling, general and administrative expenses, as
a percentage of net sales, increased from 51% of net sales during the first six
months of 2000 to 53% of net sales during the first six months of 2001. A
significant portion (70% or $4,442,000) of these expenses in the first two
quarters of 2001 are selling and marketing expenses, which are necessary for the
Company to maintain and grow sales and market share in Spain. Selling and
marketing expenses increased by $1,304,000, or 42% over the same period of the
prior year, and as a percent of net sales, increased from 32% in the first two
quarters of 2000 to 37% in the first two quarters of 2001 primarily as a result
of sales and marketing programs designed to introduce the Company's new generic
drug products and support the launches of such products in an attempt to promote
product awareness and market share. The 7% decline in the value of the Spanish
peseta and related Euro, in relation to the U.S. dollar, during the period, had
the effect of reducing selling and marketing expenses by $306,000 for the six
months ended June 30, 2001. General and administrative expenses remained
relatively constant at $1,863,000 during the first two quarters of 2001 compared
to $1,828,000 during the first two quarters of 2000, decreasing from 19% of net
sales during the first six months of 2000 to 16% of net sales during the first
six months of 2001. The 7% decline in the value of the Spanish peseta and
related Euro, in relation to the U.S. dollar, during the period, had the effect
of reducing general and administrative expenses by $59,000 for the six months
ended June 30, 2001. The Company intends to continue its efforts to carefully
manage general and administrative expenses.

The Company reported research and development expenses of $884,000 for the six
months ended June 30, 2001 compared to $375,000 for the same period of the prior
year. However, prior year first quarter research and development expenses of
$238,000 were offset by $161,000 as a result of a negotiated reduction in an
amount previously accrued for research and development expenses. The increase in
the Company's costs for research and development is primarily the result of
costs associated with Phase I Clinical Studies (treatment of nail fungal
infections), pre-clinical programs underway in collaboration with universities
and with product formulation and testing efforts being performed in the
laboratory in the Company's U.S. headquarters, located in New Hampshire, and at
the Company's facility in Zaragoza, Spain. The U.S. laboratory is being used by
the Company to develop potential product applications using its permeation
enhancement technology. The limited

                                       18
<PAGE>

expenditures in research and development reflect the Company's direction of its
resources toward projects that are necessary for expansion of its portfolio of
marketed products and clinical trials involving its drug delivery technology,
the results of which should assist potential collaborators in the evaluation
process. The Company intends to continue to carefully manage its research and
development expenditures in order to ensure that its development programs are
efficient and cost effective, however, the Company does expect that its future
expenditures for research and development activities will continue to increase
as a result of research and development programs that are necessary to advance
its technology in an effort to achieve commercial viability.

Depreciation and amortization expenses totaled $447,000 for the six months ended
June 30, 2001, compared to $277,000 for the same period of the prior year. The
61% increase was primarily due to higher amortization charges with respect to
recently acquired drug licenses and technologies, including Codeisan(R), and to
a lesser extent, higher depreciation charges with respect to recent asset
additions, partially offset by the effect of fluctuations in foreign currency
exchange rates. Depreciation and amortization charges are expected to continue
to be higher than in the prior year as a result of these acquisitions.

Laboratorios Belmac, S.A., a subsidiary of the Company, sold the trademark,
registration rights and dossier for its branded pharmaceutical product,
Controlvas(R), for approximately $5,148,000 during the six months ended June 30,
2001. The Company entered into an agreement to sell Controlvas(R) and received a
50% deposit from the purchaser in November 2000, which was reflected as Deferred
income in the Consolidated Balance Sheet as of December 31, 2000. The resulting
gain of approximately $4,977,000 has been recognized in the Consolidated
Statement of Operations for the six months ended June 30, 2001.

Interest income totaled $91,000 for the six months ended June 30, 2001 compared
to $184,000 for the same period of the prior year primarily as a result of lower
short-term interest bearing investment balances and lower interest rates on the
investment balances during the six months ended June 30, 2001 compared to the
same period of 2000.

Interest expense totaled $123,000 for the six months ended June 30, 2001
compared to $296,000 for the same period of the prior year. The Company incurred
first quarter 2000 interest expense of approximately $233,000 related to its
Debentures, which was eliminated beginning with the second quarter of 2000 as a
result of the conversion of all outstanding Debentures into shares of Common
Stock. Interest expense incurred during the first two quarters of 2001 resulted
primarily from the outstanding balances on lines of credit used for operating
purposes and lines of credit and borrowings used to finance the purchase of the
product Codeisan(R), in Spain.

The Company recorded a provision for foreign income taxes totaling $2,053,000
for the six months ended June 30, 2001 as a result of reporting taxable income
for tax purposes in Spain and for capital gains tax arising from the sale of
Controlvas(R), compared to the provision for foreign income taxes of $396,000 in
the same period of the prior year, as a result of taxable income earned in
Spain. The provision for foreign income taxes would have been $166,000 higher
than reported, absent the 7% decline in the value of the Spanish peseta and
related Euro in relation to the U.S. dollar during the period. The Company
generated additional U.S. federal net operating loss carry-

                                       19
<PAGE>

forwards during the six months ended June 30, 2001. However, since the Company
has not yet achieved profitable domestic operations, it has recorded a valuation
allowance for any future benefit of such losses.

Including the $4,977,000 gain on sale of drug license, the Company reported
income from operations of $4,144,000 for the six months ended June 30, 2001
compared to income from operations of $367,000 in the same period of the prior
year. Excluding the $4,977,000 pre-tax gain from the sale of the Controlvas(R)
drug license, the loss from operations for the first six months of 2001 would
have totaled $833,000. The impact of income from operations and the
non-operating items, primarily the provision for income taxes of $2,053,000,
resulted in net income of $2,073,000, or $.15 per basic common share ($.13 per
diluted common share) on 13,941,000 weighted average basic common shares
outstanding (15,690,000 weighted average diluted common shares outstanding) for
the six months ended June 30, 2001, compared to a net loss in the same period of
the prior year of $141,000, or $.01 per basic and diluted common share on
12,172,000 weighted average common shares outstanding.

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

Total assets decreased from $28,877,000 at December 31, 2000 to $26,963,000 at
June 30, 2001, while Stockholders' Equity increased from $17,816,000 at December
31, 2000 to $18,639,000 at June 30, 2001. The increase in Stockholders' Equity
reflects primarily the net income of $2,073,000 for the six months ended June
30, 2001, partially offset by the negative impact of the fluctuation of the
Spanish peseta (and related Euro) exchange rate of $1,479,000 for the six months
ended June 30, 2001.

The Company's working capital increased from $3,742,000 at December 31, 2000 to
$5,753,000 at June 30, 2001, primarily as a result of collection of the
remainder of the cash due upon the sale of the product Controlvas(R)
(approximately $2,676,000), of which approximately $2,366,000 was used to reduce
short-term and long-term borrowings, and the recognition of deferred income of
approximately $2,564,000 related to the sale of Controlvas(R) during the first
six months of 2001.

Cash and cash equivalents decreased from $4,816,000 at December 31, 2000 to
$3,656,000 at June 30, 2001, primarily as a result of generating cash from
operating activities of $1,982,000, which included the sale of the Controlvas(R)
drug license, partially offset by repayments of borrowings (approximately
$2,366,000) and additions to fixed assets of approximately $648,000 during the
period. Included in cash and cash equivalents at June 30, 2001 are approximately
$1,047,000 of short-term investments considered to be cash equivalents.

Accounts receivable increased from $5,135,000 at December 31, 2000 to $5,344,000
at June 30, 2001 and include VAT receivable totaling $386,000 at June 30, 2001
as a result of the purchase of the product Codeisan. Trade receivables increased
by approximately $92,000 in local currency, but fluctuations in foreign currency
exchange rates offset the increase by approximately $203,000. The Company has
not experienced any material delinquent accounts on its trade receivables.

                                       20
<PAGE>

The combined total of accounts payable and accrued expenses increased from
$3,613,000 at December 31, 2000 to $4,843,000 at June 30, 2001, primarily due to
accruals for social security taxes payable, salaries payable and taxes payable,
as well as for inventory purchases, partially offset by the effect of
fluctuations in foreign currency exchange rates.

Short-term borrowings and current portion of long-term debt decreased from
$3,185,000 at December 31, 2000 to $1,267,000 at June 30, 2001, as a result of
utilizing proceeds from the sale of the product, Controlvas(R), to reduce
balances outstanding, combined with the effect of fluctuations in foreign
currency exchange rates. The weighted average interest rate on the Company's
short-term borrowings is 5.7%.

Receivables from related parties represent loans totaling $440,000 made to
executive officers of the Company in March 2000. Proceeds from the loans were
used to pay the income taxes on stock-based compensation provided to such
officers in the prior year. The loans, in the form of promissory notes, are
secured by an aggregate of 50,000 shares of Common Stock owned by the officers
and bear interest at 6.59% annually. Accrued interest payable totaling $38,000
is included in the amounts receivable at June 30, 2001.

Long-term debt, which totaled $623,000 at December 31, 2000, was reduced to
$188,000 at June 30, 2001, using proceeds from the sale of Controlvas(R). The
weighted average interest rate on the Company's long-term borrowings is 5.7% as
of June 30, 2001.

Investing activities, primarily the proceeds from the sale of investments,
offset by additions to machinery and equipment and capital improvements to the
manufacturing facility in Spain and the U.S. and the purchase of investments
used net cash of $746,000 during the six months ended June 30, 2001. Financing
activities, primarily proceeds from the exercise of 8,400 Class B Warrants,
offset by repayments of borrowings used net cash of $2,301,000. Operating
activities for the six months ended June 30, 2001 provided net cash of
$1,982,000.

Seasonality. In the past, the Company has experienced lower sales in the third
calendar quarter and higher sales in the fourth calendar quarter due to
seasonality. As the Company markets more pharmaceutical products whose sales are
seasonal, seasonality of sales may become more significant.

Effect of inflation and changing prices. Neither inflation nor changing prices
has materially impacted the Company's net sales or income from operations for
the periods presented.

Given the Company's current liquidity and cash balances and considering its
future strategic plans (including its budgeted capital improvements and planned
equipment purchases), the Company should have sufficient liquidity to fund
operations for the remainder of 2001 and into the year 2002, which should be a
sufficient time frame for the Company to advance its strategic objectives and
generate sufficient revenues and cash flow to support the Company's operating
cash flow needs.

                                       21
<PAGE>

As mentioned above, the Company has cash and cash equivalents of approximately
$3,656,000 as of June 30, 2001. These resources, combined with available lines
of credit, should be adequate to satisfy the Company's capital and operating
requirements, as stated above. The Company also has stock purchase warrants,
including its publicly traded Class B Warrants, outstanding at June 30, 2001, to
purchase approximately 4,034,000 shares of Common Stock. There can be no
assurance that any of the warrants will be exercised prior to expiration;
however, if all warrants that are currently outstanding are exercised, the
Company would receive aggregate cash proceeds of approximately $17,773,000. The
expiration date of the Class B Warrants has been extended to December 31, 2002.
Two Class B Redeemable Warrants, together, entitle a holder, until December 31,
2002, to purchase one share of Common Stock at a price of $5.00 per share. There
can be no assurance, however, that changes in the Company's research and
development plans or other events affecting the Company's revenues or operating
expenses will not result in the earlier depletion of the Company's funds. The
Company continues to explore alternative sources for financing its business
activities. In appropriate situations, that will be strategically determined,
the Company 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 under development.

NEW ACCOUNTING PRONOUNCEMENTS

SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" was
issued in June 1998 and establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the balance sheet and measure these instruments at fair
value. The accounting for changes in the fair value of a derivative (that is,
gains and losses) depends upon the intended use of the derivative and resulting
designation if used as a hedge. The Company adopted SFAS No. 133, as amended, on
January 1, 2001. The adoption of SFAS No. 133 did not have any impact on the
Company's consolidated financial statements.

On June 29, 2001, SFAS No. 141, "Business Combinations" was approved by the
Financial Accounting Standards Board (FASB). SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. Goodwill and certain intangible assets will remain on the
balance sheet and not be amortized. On an annual basis, and when there is reason
to suspect that their values have been diminished or impaired, these assets must
be tested for impairment, and write-downs may be necessary. The Company is
required to implement SFAS No. 141 on July 1, 2001 and it has not determined the
impact, if any, that this statement will have on its consolidated financial
position or results of operations.

On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was
approved by the FASB. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. The Company is required to implement

                                       22
<PAGE>

SFAS No. 142 on January 1, 2002 and it has not determined the impact, if any,
that this statement will have on its consolidated financial position or results
of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------

Foreign Currency. A substantial amount of the Company's business is conducted in
Europe and is therefore influenced by the extent to which there are fluctuations
in the dollar's value against other currencies, specifically the euro and the
peseta. On January 1, 1999, the euro became the official currency of European
Union (EU) member states with a fixed conversion rate against their national
currencies. The value of the euro against the dollar and all other currencies,
including the EU member states that are not participating in the euro zone, will
fluctuate according to market conditions. Although euro notes and coins will not
appear until January 1, 2002, the new currency has been used by consumers,
retailers, companies and public administrations since January 1, 1999, in the
form of "written money," i.e. by means of checks, traveler's checks, bank
transfers, credit card transactions, etc. The permanent value of one euro in
Spain is fixed at 166.39 pesetas. The exchange rate at June 30, 2001 and
December 31, 2000 was 196.28 and 178.02 pesetas per U.S. dollar, respectively.
The weighted average exchange rate for the six months ended June 30, 2001 and
2000 was 185.47 and 173.49 pesetas per U.S. dollar, respectively. The effect of
foreign currency fluctuations on long lived assets for the six months ended June
30, 2001 was a decrease of $1,479,000 and the cumulative historical effect was a
decrease of $4,107,000, as reflected in the Company's Consolidated Balance
Sheets in the "Liabilities and Stockholders' Equity" section. Although exchange
rates fluctuated significantly in recent years, and in particular, the
continuing weakening of the euro in relation to the U.S. dollar in 1999, 2000
and year to date 2001 the Company does not believe that the effect of foreign
currency fluctuation is material to the Company's results of operations as the
expenses related to much of the Company's foreign currency revenues are in the
same currency as such revenues. However, the carrying value of assets and
reported values can be materially impacted by foreign currency translation, as
can the translated amounts of revenues and expenses. Nonetheless, the Company
does not plan to modify its business practices. The Company has relied primarily
upon financing activities to fund the operations of the Company in the United
States. In the event that the Company is required to fund United States
operations or cash needs with funds generated in Spain, currency rate
fluctuations in the future could have a significant impact on the Company.
However, at the present time, the Company does not anticipate altering its
business plans and practices to compensate for future currency fluctuations.

Interest Rates. The weighted average interest rate on the Company's short-term
borrowings is 5.7% and the balance outstanding is $1,267,000 as of June 30,
2001. The weighted average interest rate on the Company's long-term borrowings
is 5.7% and the balance outstanding is $188,000 as of June 30, 2001. The effect
of an increase in the interest rate of one hundred basis points to 6.7%, would
have the effect of increasing interest expense by approximately $15,000
annually.

                                       23
<PAGE>

CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
-------------------------------------------------------------------------
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
------------------------------------------------

The statements contained in this Quarterly Report on Form 10-Q, which are not
historical facts contain forward looking information with respect to plans,
projections or future performance of Bentley Pharmaceuticals, Inc. ("Bentley"),
the occurrence of which involve certain risks and uncertainties that could cause
Bentley's actual results to differ materially from those expected by Bentley,
including the risk that we could be required to cut back or stop operations if
we are unable to raise or obtain needed funding; that we have a history of
losses and if we do not achieve profitability we may not be able to continue our
business in the future; that we may be restricted from using our net operating
loss carry forwards due to a change in equity ownership and a change in our tax
year; that successful development of current and future products is uncertain;
that clinical trial results may result in failure to obtain regulatory approval
and inability to sell products; that we will rely on third parties to
commercialize our products in the United States; that our products are early
stage and may not be successful; that we could be materially harmed if our
agreements were terminated; that our failure to develop additional product
candidates will impair our ability to grow; that our patent position is
uncertain and our success depends on our proprietary rights; that we may have to
lower prices or spend more money to effectively compete against companies with
greater resources than us, which could result in lower revenues and/or profits;
that rapid technological change may result in our products becoming obsolete
before we recoup a significant portion of related costs; that pharmaceutical
pricing is uncertain and may result in a negative effect on our profitability;
that we depend on key personnel and must continue to attract and retain key
employees; that we face product liability risks; that we may be affected by
changes in pharmaceutical pricing and reimbursement; that we face risks when
doing business outside of the United States; that your percentage of ownership,
voting power and price of Bentley common stock may decrease as a result of
events which increase the number of shares of our outstanding common stock; that
our stock is volatile; that obligations in connection with warrants and options
may hinder our ability to obtain future financing; that your interest in Bentley
may be diluted by the issuance of preferred stock with greater rights than the
common stock, which we can sell or issue at any time; that we have not paid
dividends on our common stock and do not intend to pay dividends in the
foreseeable future; that certain laws and provisions in our certificate of
incorporation and by laws make it more difficult or discourage third parties
from attempting to control Bentley, and other uncertainties detailed in
Bentley's Annual Report on Form 10-K (SEC File No. 1-10581) for the year ended
December 31, 2000.

                                       24
<PAGE>

PART II. OTHER INFORMATION
         -----------------

Item 1.  Legal Proceedings
         -----------------

         On January 22, 2001, the Company settled a legal dispute, by paying
         $140,000 to Creative Technologies, Inc. and Creative Technologies, Inc.
         agreed to the dismissal of the related suit with prejudice. Creative
         Technologies had asserted that it was due a brokerage or finder's fee
         with respect to the Company's 1999 acquisition of permeation
         enhancement technology. The Company included the accrual for the
         $140,000 charge in the Consolidated Balance Sheet as of December 31,
         2000 and included the $140,000 charge and related legal costs of
         approximately $55,000 in operating expenses in the Consolidated
         Statements of Operations for the year ended December 31, 2000.

         The Company was awarded a judgment of approximately $2,130,000 in the
         Circuit Court of the Thirteenth Judicial Circuit, State of Florida,
         Hillsborough County Civil Division during the year ended December 31,
         1998, relating to the Company's claims of civil theft and breach of
         employment agreement filed against its former President and Chief
         Executive Officer, Michael M. Harshbarger. The judgment included treble
         damages totaling $418,000 related to its civil theft claim and
         $1,712,000 related to its breach of employment agreement claim.
         Harshbarger originally filed suit against the Company in November 1993,
         alleging wrongful termination, seeking monetary damages in excess of
         $1,400,000. In addition to establishing a receivable on its books, the
         Company has established a reserve equal to the receivable, as the
         Company is of the opinion that Harshbarger does not have the financial
         resources to satisfy the judgment. Harshbarger filed a Motion for
         Relief From Judgment in September 1999, alleging among other things
         that he was not provided notice of the August 24, 1998 jury trial.
         Discovery is ongoing and a hearing has been set for November 27, 2001
         to determine the merits of Harshbarger's claims. In the opinion of
         management, the outcome is expected to have no material effect on the
         financial position, results of operations or cash flows of the Company.

Item 4.  Submission of Matters to a Vote of Security Holders
         --------------------------------------------------

         The Annual Meeting of Stockholders of the Registrant was held on May 9,
         2001 for the purpose of electing three directors and approving the
         Company's 2001 Employee Stock Option Plan and 2001 Directors' Stock
         Option Plan. Proxies for the meeting were solicited pursuant to
         Regulation 14D of the Securities Exchange Act of 1934, as amended, and
         there was no solicitation in opposition.

         The following members were elected to the Registrant's Board of
         Directors.

Nominee                 Term Expiring    Shares Voted For   Shares Voted Against
-------                 -------------    ----------------   --------------------
Charles L. Bolling           2004           12,246,850             544,531
Robert J. Gyurik             2004           12,246,936             544,445
William A. Packer            2004           12,246,933             544,448

Directors whose terms of office continued after the meeting are as follows:

Name                                    Term Expiring
----                                    -------------
James R. Murphy                              2002
Robert M. Stote                              2002
Miguel Fernandez                             2002
Russell Cleveland*                           2003
Michael McGovern                             2003
Michael D. Price                             2003

* Resigned on May 29, 2001.

                                       25
<PAGE>

The proposal to adopt the 2001 Employee Stock Option Plan was approved by the
following vote:

         Shares Voted For        Shares Voted Against         Shares Abstaining
         ----------------        --------------------         -----------------
            6,276,091                 1,094,336                    31,081


The proposal to adopt the 2001 Directors' Stock Option Plan was approved by the
following vote:

         Shares Voted For        Shares Voted Against         Shares Abstaining
         ----------------        --------------------         -----------------
            6,122,245                 1,201,470                    74,043

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          (a)Exhibits:

                   None.

          (b)Reports on Form 8-K filed during the quarter ended June 30, 2001:

                   On April 26, 2001, the Company filed Amendment No. 1 on Form
                   8-K/A, amending the Report in order to provide the required
                   unaudited pro forma financial information (Item 7) and on May
                   7, 2001, the Company filed Amendment No. 2 on Form 8-K/A,
                   amending the Report in order to disclose information for
                   which confidentiality had been sought, but which subsequently
                   became public (Items 2 and 7).

The Company has not filed any reports on Form 8-K subsequent to June 30, 2001.

All other items required in Part II have been previously filed or are not
applicable for the quarter ended June 30, 2001.

                                       26
<PAGE>

                                   SIGNATURES
                                   ----------

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.
                             --------------------------------------------------
                             Registrant

August 10, 2001              By: /s/ James R. Murphy
                                 -----------------------------------------------
                                 James R. Murphy
                                 Chairman, President and Chief Executive Officer
                                 (principal executive officer)

August 10, 2001              By: /s/ Michael D. Price
                                 -----------------------------------------------
                                 Michael D. Price
                                 Vice President, Chief Financial Officer,
                                 Treasurer and Secretary (principal financial
                                 and accounting officer)