UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 Amendment No.2

                                       on

                                   FORM 10-Q/A

(Mark One)

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

For the quarterly period ended September 30, 1995

                                              OR

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

For the transition period from _________ to __________

Commission File Number  1-10581


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


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

4830 W. Kennedy Blvd., Suite 550, Tampa, FL                 33609
(Address of principal executive offices)                  (Zip Code)

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

                               BELMAC CORPORATION
--------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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 November
15, 1995 was 2,980,984,  as adjusted to give effect to the  one-for-ten  reverse
split effected on July 25, 1995.

                                                                               

<PAGE>



                                      BELMAC CORPORATION

                      FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995

                                             INDEX

Part I. FINANCIAL INFORMATION                                       PAGE

        Item 1.  Consolidated Financial Statements:

                 Consolidated Balance Sheets as of September
                  30, 1995 (unaudited) and December 31, 1994          3

                 Consolidated Statements of Operations (unaudited)
                  for the three months ended September 30, 1995
                  and 1994, and the nine months  ended  September
                  30, 1995 and 1994                                   4

                 Consolidated Statement of Changes in Common
                  Stockholders' Equity (unaudited) for the
                  nine months ended September 30, 1995                5

                 Consolidated Statements of Cash Flows (unaudited)
                  for the nine months ended September 30, 1995
                  and 1994                                            6

                 Notes to Consolidated Financial Statements
                  (unaudited)                                         8


        Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations      11


Part II. OTHER INFORMATION                                           15


                                                                               
                                       -2-

<PAGE>
<TABLE>
<CAPTION>



                                      BELMAC CORPORATION
                                 CONSOLIDATED BALANCE SHEETS

                                          (Unaudited)
(In thousands except per share data)     September 30,             December 31,
                                             1995                      1994
                                        --------------            --------------

<S>                                           <C>                       <C>    
ASSETS

Current assets:
 Cash and cash equivalents                    $   580                   $ 1,321
 Investments available for sale                     1                       215
 Receivables                                    8,268                     7,609
 Inventories                                    1,000                     1,247
 Prepaid expenses and other                       361                       296
                                       --------------            --------------
  Total current assets                         10,210                    10,688
                                       --------------            --------------
Fixed assets, net                               4,012                     3,618
Drug licenses and related costs, net              965                       968
Other non-current assets, net                     983                     1,058
                                       --------------            --------------
                                              $16,170                   $16,332
                                       ==============            ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                              $5,067                    $5,374
 Accrued expenses                               2,144                     2,282
 Short term debt                                1,220                       724
 Deferred revenue                                  -                        380
                                       --------------            --------------
  Total current liabilities                     8,431                     8,760
                                       --------------            --------------
Non-current liabilities                           500                       336
                                       --------------            --------------

Commitments and Contingencies

Redeemable preferred stock, Series A,
 $1.00 par value,  authorized 2,000 shares,
 issued and outstanding, 70 shares              2,374                     2,256
                                       --------------            --------------
Common Stockholders' Equity:
 Common stock, $.02 par value, authorized
  5,000 shares, issued and outstanding,
  2,978 and 2,977                                  60                        60
 Stock purchase warrants (to purchase 574
  and 477 shares of common stock)
 Paid-in capital in excess of par value        69,009                    69,493
 Stock subscriptions receivable                  (105)                   (1,550)
 Accumulated deficit                          (63,441)                  (61,922)
 Cumulative foreign currency translation
  adjustment                                     (658)                   (1,101)
                                       --------------            --------------
                                                4,865                     4,980
                                       --------------            --------------
                                              $16,170                   $16,332
                                       ==============            ==============


</TABLE>


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


                                                                               
                                       -3-

<PAGE>


<TABLE>
<CAPTION>


                               BELMAC CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                       For the Three                         For the Nine
(In thousands except per share data)                   Months Ended                          Months Ended
                                                       September 30,                        September 30,
                                             ---------------------------------    ----------------------------------
                                                  1995               1994              1995                1994
                                             --------------     --------------    ---------------     --------------
<S>                                                <C>                <C>               <C>                <C>    
Sales                                              $7,876             $6,239            $23,583            $19,676
Cost of sales                                       6,853              5,054             19,523             15,940
                                             --------------     --------------    ---------------     --------------

 Gross margin                                       1,023              1,185              4,060              3,736
                                             --------------     --------------    ---------------     --------------

Operating expenses:
  Selling, general and administrative               1,667              1,753              5,516              6,428
  Research and development                             94                190                341                608
  Depreciation and amortization                       140                123                408                377
                                             --------------     --------------    ---------------     --------------

   Total operating expenses                         1,901              2,066              6,265              7,413
                                             --------------     --------------    ---------------     --------------

Loss from operations                                 (878)              (881)            (2,205)            (3,677)

Other (income) expenses:
 Interest expense                                      89                 53                215                140
 Interest income                                        -                 (9)                (1)               (44)
 Other                                               (837)               (17)              (900)              (122)
                                             --------------     --------------    ---------------     --------------

Net loss                                            ($130)            ($ 908)           ($1,519)           ($3,651)
                                             ==============     ==============    ===============     ==============

Net loss per common share                          ($0.06)            ($0.39)            ($0.55)            ($1.67)
                                             ==============     ==============    ===============     ==============

Weighted average common shares outstanding          2,978              2,456              2,978              2,257
                                             ==============     ==============    ===============     ==============


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

</TABLE>

                                                                               
                                       -4-

<PAGE>

<TABLE>
<CAPTION>


                                      BELMAC CORPORATION
               CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
                                             (Unaudited)


(In thousands except per share data)
                                                                   
                                   $.02 Par Value                  
                                    Common Stock                   
                            --------------------------     Additional
                                                            Paid-in        Accumulated     Other Equity
                                Shares         Amount       Capital        Deficit         Transactions       Total
                            -----------    -----------    -----------    -------------    -------------    -----------
<S>                             <C>              <C>        <C>            <C>              <C>               <C>   
Balance at December 31, 1994    2,977            $60        $69,493        ($61,922)        ($ 2,651)         $4,980
Stock subscription received         -              -              -               -              562             562
Stock subscription                  -              -           (351)              -              883             532
 revaluation/cancellation
Common stock issued as
 compensation                       1              -              3               -                -               3
Accrual of dividends -
 preferred stock                    -              -           (118)              -                -            (118)
Miscellaneous                       -              -            (18)              -                -             (18)
Foreign currency translation
 adjustment                         -              -              -               -              443             443
Net loss                            -              -              -          (1,519)               -          (1,519)
                            -----------    -----------    -----------    -------------    -------------    -----------
Balance at September 30, 1995   2,978            $60        $69,009        ($63,441)           ($763)         $4,865
                            ===========    ===========    ===========    =============    =============    ===========

</TABLE>

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


                                                                               
                                       -5-

<PAGE>

<TABLE>
<CAPTION>


                                         BELMAC CORPORATION
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (Unaudited)

(In thousands)                                        For the Nine
                                                      Months Ended
                                                      September 30,
                                           -------------------------------------
                                             1995                      1994
                                         -------------             -------------


<S>                                           <C>                       <C>     
Cash flows from operating activities:
 Net loss                                     ($1,519)                  ($3,651)
Adjustments to reconcile net loss to
 net cash used in operating activities:
 Depreciation & amortization                      408                       377
 Gain on sale of Belmacina(R)trademark           (380)                        -
 Cancellation of stock subscription receivable    533                         -
 Other non-cash items                             117                       120
 (Increase) decrease in assets and
  increase (decrease) in liabilities:
   Receivables                                 (1,007)                    1,361
   Inventories                                    199                      (698)
   Prepaid expenses                               (44)                     (114)
   Other assets                                    66                       210
   Accounts payable and accrued expenses         (795)                      386
                                             ---------                 ---------

Net cash used in operating activities          (2,422)                   (2,009)
                                             ---------                 ---------

 Cash flows from investing activities:
   Proceeds from sale of investments              214                       720
   Purchase of investments                          -                      (116)
   Net change in fixed assets                    (507)                        -
   Investment in partnership                      (13)                     (605)
   Proceeds from sale of Belmacina(R)             922                       778
   Repayment to Evans                               -                      (793)
                                             ---------                 ---------

Net cash provided by (used in)
 investing activities                             616                       (16)
                                             ---------                 ---------
</TABLE>


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


                                                                               
                                       -6-

<PAGE>


<TABLE>
<CAPTION>

                                         BELMAC CORPORATION
                          CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                             (Unaudited)


(In thousands)                                            For the Nine
                                                          Months Ended
                                                          September 30,
                                                --------------------------------
                                                 1995                       1994
                                                -----                      -----

<S>                                              <C>                      <C>   
Cash flows from financing activities:
 Net increase (decrease) in debt                 $444                     ($395)
 Proceeds from private placement of common stock    -                     2,903
 Offering costs of private placement              (56)                     (287)
 Collection of stock subscription receivable      562                       457
 Proceeds from conversion of stock warrants         -                        34
 Payments on capital leases                       (25)                      (55)
                                              -------                    -------

Net cash provided by financing activities         925                     2,657
                                              -------                    -------

Effect of exchange rate changes on cash           140                        (9)
                                              -------                    -------

Net (decrease) increase in cash
 and cash equivalents                            (741)                      623

Cash and cash equivalents at beginning
 of period                                      1,321                     1,552
                                              -------                    -------

Cash and cash equivalents at end
 of period                                       $580                    $2,175
                                              =======                    =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

The Registrant paid cash during the period
 for (in thousands):
                                Interest         $220                      $172
                                              =======                    =======
                                Taxes               -                      $  6
                                              =======                    =======
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

The Registrant has issued Common Stock to
 settle litigation and in exchange for
 services as follows (in thousands):

                                Shares issued       1                        77
                                              =======                    =======
                                Taxes            $  3                    $1,146
                                              =======                    =======





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

</TABLE>

                                                                               
                                       -7-

<PAGE>



                                         BELMAC CORPORATION
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                             (Unaudited)


BASIS OF CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated  financial statements of Belmac Corporation (the "Registrant"),
at  September  30, 1995 and 1994,  included  herein,  have been  prepared by the
Registrant,  without  audit,  pursuant  to  the  rules  and  regulations  of the
Securities  and Exchange  Commission.  It is suggested  that these  consolidated
financial  statements  be read in  conjunction  with the summary of  significant
accounting policies and the audited consolidated  financial statements and notes
thereto  included in the  Registrant's  Annual  Report on Form 10-K for the year
ended December 31, 1994.

The consolidated financial statements include the accounts of the Registrant and
its wholly owned  subsidiaries:  Belmac  Healthcare  Corporation  and its wholly
owned  subsidiary  -  Belmac  Hygiene,   Inc.,   Belmac  Health  Corp.,   B.O.G.
International  Finance,  Inc.,  Belmac  Jamaica,  Ltd.,  Chimos/LBF S.A. and its
wholly owned subsidiary - Laboratorios  Belmac S.A., and Belmac  Holdings,  Inc.
and its wholly owned subsidiary - Belmac A.I., Inc. All significant intercompany
balances have been  eliminated  in  consolidation.  The  financial  position and
results of  operations of the  Registrant's  foreign  subsidiaries  are measured
using local  currency as the  functional  currency.  Assets and  liabilities  of
foreign subsidiaries are translated at the rate of exchange in effect at the end
of the period. Revenues and expenses are translated at the average exchange rate
for the period. Foreign currency translation gains and losses not impacting cash
flows are credited to or charged against Common  Stockholders'  Equity.  Foreign
currency  transaction  gains  and  losses  arising  from cash  transactions  are
credited to or charged against current earnings.

In the opinion of management,  the accompanying unaudited consolidated financial
statements at September 30, 1995 and 1994,  are presented on a basis  consistent
with the audited  consolidated  financial statements for the year ended December
31,  1994,  and contain all  adjustments,  consisting  only of normal  recurring
adjustments,  necessary to present fairly the Registrant's financial position as
of September 30, 1995,  and the results of its operations and its cash flows for
the nine months ended September 30, 1995 and 1994. The results of operations for
the nine months ended September 30, 1995 may not be indicative of the results to
be expected for the year.


                                                                               
                                       -8-

<PAGE>



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):


<TABLE>
<CAPTION>

                                September 30,                  December 31,
                                     1995                          1994
                            ----------------------        ----------------------
<S>                                  <C>                           <C> 
Raw Materials                        $217                          $149

Work in Process                         1                             3

Finished Goods                        782                         1,095
                            ----------------------        ----------------------
Total                              $1,000                        $1,247
                            ======================        ======================

</TABLE>

STOCK SUBSCRIPTIONS RECEIVABLE:

Marc S. Ayers,  the  Registrant's  former  Chief  Financial  Officer,  exercised
options  to  purchase  6,500  shares of the  Registrant's  Common  Stock in 1991
through the issuance of promissory notes  aggregating  $412,000,  which provided
for  interest  on the  outstanding  balance at the rate of 8.5% per  annum.  The
Registrant  accrued  interest  on such notes and  reflected  the  principal  and
interest  due as a stock  subscription  receivable  in the Common  Stockholders'
Equity  section of the  Consolidated  Balance  Sheets at December 31, 1994.  The
Registrant  cancelled the stock subscription  receivable and related interest in
the second quarter of 1995 as a result of litigation, in which a jury returned a
verdict,  which  although  for the most part was  favorable  to the  Registrant,
canceled the notes and related interest.


NET LOSS PER COMMON SHARE:

Primary  loss per  common  share is  computed  by  dividing  the net loss  (less
accretion of discount and accrued  dividends on redeemable  preferred  stock) by
the weighted  average number of shares of Common Stock  outstanding  during each
period. Common Stock equivalents were not included in the calculation of primary
loss per share as they were determined to be antidilutive.

The Registrant effected a one-for-ten reverse stock split of its Common Stock on
July 25, 1995 as a result of an amendment to its Articles of Incorporation which
was approved by the Stockholders at the Registrant's Annual Stockholders Meeting
held on June 9, 1995. The Registrant has retroactively  restated all information
with  respect to common  shares and earnings per common share as if such reverse
stock split had been effective for all periods presented.






                                                                               
                                       -9-

<PAGE>



RECLASSIFICATIONS:

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

RESTATEMENT:

The  Statement of  Operations  for the nine months ended  September 30, 1995 was
amended  to reflect  the  following  changes  in  estimates  and  correction  of
accounting treatment for the write-off of a stock subscription receivable:

The quarter ended June 30, 1995 included the  resolution of litigation  with the
Company's  former Chief Financial  Officer.  As a result of the verdict reached,
the Company was  required  to cancel a note  receivable  balance and the related
accrued  interest  relative to a stock  subscription  receivable from the former
officer.  The Company originally accounted for this transaction as an expense of
$121,000  related  to the  accrued  interest  which  was  written  off and as an
adjustment to equity to eliminate the remaining  $412,000 of the note receivable
for stock  subscriptions.  However, as a result of the verdict, the former Chief
Financial  Officer  was allowed to retain the Common  Stock  related to the note
receivable.  Therefore,  the Company has adjusted the results of  operations  to
expense the full balance of the note receivable and the related accrued interest
receivable.  The net effect of this  adjustment was to increase net loss for the
quarter ended June 30, 1995 by $412,000 or $.01 per common share.

In the quarter ended  September 30, 1995,  the allowance for obsolete  inventory
was  increased  by  $290,000,  resulting  in an  increase  in Cost of Sales,  to
adequately provide for slow moving inventory.  Secondly, the Company reversed an
overaccrual  for a liability in the amount of $368,000  resulting in an increase
in Other Income. The Company also reduced an allowance on a note receivable from
its former Chief  Executive  Officer as a result of settlement of litigation and
commercialization  of a product  resulting  in an  increase  in Other  Income of
$360,000. The net result of these changes in estimates is a decrease in net loss
for the quarter ended  September 30, 1995 from $568,000 or $.20 per common share
to $130,000 or $.06 per common share.

The combined  effect on the nine months ended  September  30, 1995 of all of the
changes  discussed  above was a decrease in net loss from $1,545,000 or $.56 per
common share to $1,519,000 or $.55 per common share.


SUBSEQUENT EVENTS:

PRIVATE  PLACEMENTS.  To finance its operations,  in October 1995 the Registrant
conducted two private  placements of its securities.  In the first placement the
Registrant  sold to  certain  purchasers  for an  aggregate  purchase  price  of
$720,000,  120,000  shares of the  Registrant's  Common Stock and 12% promissory
notes in the aggregate  principal  amount of $720,000 (the "Notes") which become
payable  in full upon the  earlier of July 31,  1996 or the  closing of a public
offering of the  Registrant's  securities (a "Public  Offering").  The Notes are
convertible  into shares of Common Stock, at the option of the holders  thereof,
at a  conversion  price of the lower of $3.00  per  share or 80% of the  current
market price,  for an aggregate of 240,000  shares of Common  Stock,  subject to
anti-dilution  provisions.  The Notes are subject to mandatory  conversion  at a
conversion  price of $3.00 per share if no Public  Offering is completed by July
31, 1996.

In the  second  placement,  the  Registrant  sold to certain  purchasers  for an
aggregate  purchase price of $1,050,000,  131,250 shares of Common Stock and 12%
promissory notes in the aggregate principal amount of $1,050,000 (the "A Notes")
which  become  payable in full upon the  earlier of  September  30,  1996 or the
completion  of  a  Public  Offering.  The  A  Notes  are  subject  to  mandatory
conversion,  at a conversion  price equal to the average  closing  price for the
Common  Stock quoted on the  American  Stock  Exchange for the five trading days
immediately  preceding September 30, 1996, if no Public Offering is completed by
September 30, 1996.

SETTLEMENT  OF  LITIGATION.  In December  1995,  the  Registrant  entered into a
Settlement  Agreement  with Jean  Francois  Rossignol,  Marc S. Ayers and Romark
Laboratories,  L.C., whereby all parties agreed to settle all claims relative to
this matter and Rossignol agreed to pay to the Registrant the full amount of the
$360,000  promissory  note dated August 13, 1993 due to the  Registrant in three
installments.  The first  installment of $160,000 was paid upon execution of the
Settlement Agreement and the remaining two installments of $100,000 each are due
in January  and March  1996,  respectively.  Consequently,  the  Registrant  has
included  such  amounts in Other  (Income)  Expense  for the nine  months  ended
September 30, 1995.

SHAREHOLDERS  MEETING.  At a Special Meeting of Shareholders held on December 8,
1995,  the  shareholders  of the Registrant  approved  proposals to increase the
number of authorized  shares of Common Stock from 5,000,000 to 20,000,000 and to
change the name of the Registrant to Bentley Pharmaceuticals, Inc.


                                                                               
                                      -10-

<PAGE>



                               BELMAC CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS:

THREE  MONTHS  ENDED  SEPTEMBER 30, 1995 VERSUS THREE MONTHS ENDED SEPTEMBER 30,
1994

The  Registrant  reported  revenues of $7,876,000  and a net loss of $130,000 or
$.06 per share  for the three  months  ended  September  30,  1995  compared  to
revenues of $6,239,000 and a net loss of $908,000 or $.39 per share for the same
period in the prior year.

The 26% increase in revenues is primarily  attributable  to an increase in sales
by the  Registrant's  French  subsidiary,  Chimos/LBF  S.A.,  which  distributes
specialty  pharmaceutical  products and fine chemicals in France.  Gross margins
for the quarter ended  September 30, 1995 averaged  13.0% compared with 19.0% in
the comparable  quarter of the prior year.  The lower margins  result  primarily
from a combination of (a) a charge of  approximately  $423,000 to cost of sales,
representing  an  increase  in the  Registrant's  reserves  for slow  moving  or
obsolete  inventory at the Registrant's  Spanish  subsidiary,  and (b) the lower
gross margins experienced by the Registrant's  distribution operations in France
(Chimos/LBF   S.A.),   which  sales  accounted  for  approximately  81%  of  the
Registrant's  consolidated  revenues. The lower gross margins experienced by the
Registrant in France were only  partially  offset in Spain,  where  Laboratorios
Belmac, S.A. is experiencing margins substantially higher than those in France.

Selling,  general and  administrative  expenses  were  $1,667,000  for the three
months ended  September 30, 1995  compared to $1,753,000  for the same period in
the prior year.  The 5%  decrease  is  primarily  attributable  to cost  control
measures  implemented by the Registrant.  The Registrant intends to continue its
efforts to control general and administrative  expenses as part of its austerity
program in its effort to reach and maintain profitability.

Research and  development  expenses were $94,000 for the quarter ended September
30, 1995  compared to  $190,000  for the same period of the prior year.  The 51%
decrease  reflects  the  results  of a  thorough  review  of  all  research  and
development  activities  and the  establishment  of  priorities  based upon both
technical and commercial  criteria.  During this period,  the Registrant did not
commence any new research and development  programs.  The Registrant  intends to
continue to carefully  manage its research and  development  expenditures in the
future in view of its limited resources.

Interest  expense was $89,000 for the quarter ended  September 30, 1995 compared
to $53,000  for the same  period of the prior year.  The 68%  increase  reflects
interest  cost on higher  average  outstanding  balances on  revolving  lines of
credit, which are used to finance working capital needs. Other income/expense of
$837,000 for the three months ended September 30, 1995 is primarily comprised of
income from the Registrant's contract  manufacturing  arrangements in Spain with
several pharmaceutical concerns and $360,000 related to settlement of litigation
(see "Subsequent Events" in Notes to Consolidated Financial  Statements).  Other
income/expense  also  includes the effect of a reversal of an  overaccrual  of a
liability related to the proposed sale of Biolid(R), which did not occur, in the
amount of $368,000.


                                                                               
                                      -11-

<PAGE>




NINE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 1994

The Registrant  reported revenues of $23,583,000 and a net loss of $1,519,000 or
$.55 per share for the nine months ended September 30, 1995 compared to revenues
of  $19,676,000  and a net loss of  $3,651,000  or $1.67  per share for the same
period in the prior year.

The 20% increase in revenues is primarily  attributable  to an increase in sales
by the  Registrant's  French  subsidiary,  Chimos/LBF  S.A.,  which  distributes
specialty  pharmaceutical  products and fine chemicals in France.  Gross margins
for the nine months ended  September  30, 1995  remained  consistent at 19% when
compared to the comparable period of the prior year, excluding the effect of the
$423,000 charge to cost of sales in the third quarter,  representing an increase
in the Registrant's reserves for slow moving or obsolete inventory in Spain. The
Registrant's  distribution  operations  in  France  (Chimos/LBF  S.A.)  generate
relatively low gross margins as opposed to the Registrant's  Spanish subsidiary,
Laboratorios Belmac S.A., which is experiencing substantially higher margins.

Selling, general and administrative expenses were $5,516,000 for the nine months
ended September 30, 1995 compared to $6,428,000 for the same period in the prior
year.  The 14%  decrease is  primarily  attributable  to cost  control  measures
implemented by the Registrant. The Registrant intends to continue its efforts to
control general and administrative  expenses as part of its austerity program in
its effort to reach and maintain profitability.

Research  and  development  expenses  were  $341,000  for the nine months  ended
September  30, 1995  compared to $608,000 for the same period of the prior year.
The 44% decrease  reflects the results of a thorough  review of all research and
development  activities  and the  establishment  of  priorities  based upon both
technical and commercial  criteria.  During this period,  the Registrant did not
commence any new research and development  programs.  The Registrant  intends to
continue to carefully  manage its research and  development  expenditures in the
future in view of its limited resources.

Interest  expense was  $215,000  for the nine months  ended  September  30, 1995
compared to $140,000  for the same  period of the prior year.  The 54%  increase
reflects interest cost on higher average outstanding balances on revolving lines
of credit, which are used to finance working capital needs. Other income/expense
of $900,000 for the nine months ended September 30, 1995 is primarily  comprised
of $360,000  related to  settlement of litigation  (see  "Subsequent  Events" in
Notes to  Consolidated  Financial  Statements)  and the $380,000 gain recognized
upon the sale of the  Registrant's  Belmacina  trademark  in  Spain,  which  was
previously  reflected in the Registrant's  consolidated  financial statements as
deferred  revenue as of December 31, 1994. The Registrant has since  transferred
the  trademark  to the  purchaser  and  collected  the  balance  of the  related
receivable in the fourth quarter of 1995. Other income/expense also includes the
effect of a reversal of an  overaccrual  of a liability  related to the proposed
sale of Biolid(R),  which did not occur, in the amount of $368,000,  income from
the Registrant's contract manufacturing arrangements with several pharmaceutical
concerns,  offset  by a  charge  for  cancellation  of  the  stock  subscription
receivable and related  interest from a former  officer of the  Registrant  (see
"Stock Subscriptions Receivable" in Notes to Consolidated Financial Statements).
One-half   of   the   loss   (approximately   $37,000)   incurred   by   Maximed
Pharmaceuticals,  the Registrant's partnership with Maximed Corporation, is also
included in Other  income/expense  in the nine months ended  September 30, 1995.
Although the Registrant is in a dispute with, and

                                                                               
                                      -12-

<PAGE>



has  filed  an  action  against,   its  partner,  and  has  ceased  funding  the
partnership's  activities until such dispute is resolved,  appropriate operating
costs have been accrued and charged to  operations  during the nine months ended
September 30, 1995 (See "Item 1. Legal Proceedings").


LIQUIDITY AND CAPITAL RESOURCES:

Total assets  decreased from  $16,332,000 at December 31, 1994 to $16,170,000 at
September 30, 1995, while Common  Stockholders' Equity decreased from $4,980,000
at December 31, 1994 to $4,865,000 at September 30, 1995. The decrease in Common
Stockholders'  Equity reflects primarily the loss incurred by the Registrant for
the  period,  which was  partially  offset  by  $562,000  received  from a stock
subscription  receivable  and  fluctuation  in the  exchange  rates of  European
currencies compared to the U. S. Dollar.

The Registrant's  working capital decreased from $1,928,000 at December 31, 1994
to $1,779,000 at September 30, 1995.  Receivables  increased from  $7,609,000 at
December 31, 1994 to  $8,268,000  at  September  30, 1995  primarily  due to the
continued  growth  in  sales  volume  at  the  Registrant's  French  subsidiary,
Chimos/LBF.  During the period, the Registrant collected  approximately $922,000
of the  $1,140,000  receivable  due at  December  31,  1994 from the sale of its
ciprofloxacin  antibiotic,  Belmacina,  in  Spain.  Inventories  decreased  from
$1,247,000 at December 31, 1994 to  $1,000,000  at September 30, 1995  primarily
due to an  increase  in the  Registrants'  reserves  for slow moving or obsolete
inventory  in Spain of  $423,000.  The  combined  total of accounts  payable and
accrued  expenses  also remained  relatively  unchanged at September 30, 1995 as
compared to December 31, 1994,  decreasing  $445,000 or less than 6%. Short term
debt increased from $724,000 at December 31, 1994 to $1,220,000 at September 30,
1995 due to  higher  balances  on  revolving  lines of credit  used for  working
capital purposes (primarily the purchase of inventories in France).

Investing  activities,  including the collection of approximately  $922,000 from
the 1994 sale of Belmacina,  proceeds from the sale of investments available for
sale of  $214,000,  an  investment  in the  Registrant's  Spanish  manufacturing
facilities of approximately $507,000 and in the Belmac/Maximed  Partnership (see
Item 1. Legal Proceedings) of $13,000,  provided net cash of $616,000 during the
nine months ended September 30, 1995. Financing activities (primarily collection
of a stock  subscription  receivable  and proceeds  from  borrowings on lines of
credit)  provided net  proceeds of $925,000 for the nine months ended  September
30, 1995.  Operating  activities  for the nine months ended  September  30, 1995
required net cash of $2,422,000.

A  substantial  amount of the  Registrant's  business is conducted in France and
Spain and is therefore  influenced by the extent to which there are fluctuations
in the dollar's value against such countries' currencies.  The effect of foreign
currency  fluctuations  on long lived assets for the nine months ended September
30, 1995 was an increase of $443,000 and the cumulative  historical effect was a
decrease of $658,000  as  reflected  in the  Registrant's  Consolidated  Balance
Sheets in the "Liabilities and Stockholders' Equity" section.  Although exchange
rates fluctuated significantly in recent months, the Registrant does not believe
that the  effect  of the  foreign  currencies  fluctuation  is  material  to the
Registrant's results of operations. Accordingly, the Registrant does

                                                                               
                                      -13-

<PAGE>



not  anticipate  altering  its business  plans and  practices to compensate  for
future currency fluctuations.

The  Registrant  continues  to  experience  negative  cash flows from  operating
activities,  and  completed  private  placements  of  its  securities  totalling
$1,770,000  (see  "Subsequent   Events"  in  Notes  to  Consolidated   Financial
Statements) during October 1995 in order to fund its operations.  The Registrant
may seek to enter into a partnership or other collaborative  funding arrangement
with respect to future  clinical trials of its products under  development.  The
Registrant will likely need to secure additional  financing during 1996 in order
to continue  to fund its  operating  activities  and expects to arrange for such
financing through the private and/or public sale of securities.  There can be no
assurance that the Registrant can secure such financing under  favorable  terms,
if at all. The Registrant, however, continues to explore alternative sources for
financing its business.  In appropriate  situations,  that will be strategically
determined,  the Registrant may seek  financial  assistance  from other sources,
including  contribution by others to joint ventures and other  collaborative  or
licensing arrangements for the development, testing, manufacturing and marketing
of products and the sale of a minority interest in, or certain of the assets of,
one or more of its subsidiaries.  Management expects that if it is successful in
completing the financing arrangements that it is actively pursuing, by carefully
prioritizing research and development  activities,  and continuing its austerity
program,  the Registrant  should have  sufficient  liquidity to fund  operations
through 1996.

                                                                               
                                      -14-

<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.


February 12, 1996            By:    /s/ Michael D. Price
                                    --------------------
                                    Michael D. Price
                                    Vice President, Chief Financial Officer,
                                    Treasurer and Secretary (principal financial
                                    and accounting officer)