Registration No. 333-_________

      As filed with the Securities and Exchange Commission on March 8, 2004
--------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

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

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

  Bentley Park, 2 Holland Way, Exeter, NH                  03833
  (Address of Principal Executive Offices)                 (Zip Code)

                         2001 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                 James R. Murphy
                 Chairman, President and Chief Executive Officer
                          Bentley Pharmaceuticals, Inc.
                                  Bentley Park
                                  2 Holland Way
                                Exeter, NH 03833
                     (Name and address of agent for service)

                                 (603) 658-6100
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Jordan A. Horvath, Esq.
                       Vice President and General Counsel
                          Bentley Pharmaceuticals, Inc.
                                  Bentley Park
                                  2 Holland Way
                                Exeter, NH 03833
                                 (212) 874-4110

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.


<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                 Proposed            Proposed
Title of                                    Amount               maximum             maximum
securities                                  to be                price per           offering          Registration
to be registered                            registered(1)        share               price             fee
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>                <C>                    <C>
Common Stock, $.02 par value per share        842,900         (2)$10.89          (2)$9,179,181          (2)$1,163
Common Stock, $.02 par value per share        397,500            $13.30             $5,286,750               $670
Common Stock, $.02 par value per share        204,600            $10.04             $2,054,184               $260
Common Stock, $.02 par value per share          5,000            $10.38                $51,900                 $7
Common Stock, $.02 par value per share         25,000            $11.28               $282,000                $36
Common Stock, $.02 par value per share         15,000            $13.75               $206,250                $26
Common Stock, $.02 par value per share         10,000           $15.825               $158,250                $20

TOTAL                                                                                                      $2,182
</TABLE>
--------------------------------------------------------------------------------
(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     2001 Employee Stock Option Plan.

(2)  The price per share is estimated  solely for the purpose of calculating the
     registration fee pursuant to Rule 457(c);  based on the average of the high
     and low prices for the  Common  Stock as  reported  on the  American  Stock
     Exchange on March 2, 2004.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to the  participating  employees  as specified by Rule
428(b)(1)  of the  Securities  Act of 1933.  Such  documents  and the  documents
incorporated  by reference  herein  pursuant to Item 3 of Part II hereof,  taken
together,  constitute a prospectus that meets the requirements of Sections 10(a)
of the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents  heretofore filed by Bentley  Pharmaceuticals,
Inc.  (the  "Company"  or the  "Registrant")  with the  Securities  and Exchange
Commission  (the  "Commission")  pursuant  to  Section  13(a) of the  Securities
Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference:

         (a) the Company's  Report on Form 10-K for the year ended  December 31,
2003;

         (b) the  Company's  Current  Report on Form 8-K filed on  February  18,
2004;

         (c) the  Company's  Current  Report on Form 8-K filed on  February  27,
2004; and

         (d) the  description  of the  Company's  Common Stock  contained in the
Company's Amendment No. 1 to its Registration Statement on Form 8-A/A filed with
the Commission on October 29, 1999.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.


                                       1
<PAGE>


Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Jordan A.  Horvath,  General  Counsel of the  Company,  is rendering an
opinion on the validity of the securities  registered  hereunder and is eligible
to be and has been granted  options to purchase shares of Common Stock under the
2001 Employee Stock Option Plan.

Item 6. Indemnification of Directors and Officers.

         The Company's  Amended and Restated  Certificate of Incorporation  (the
"Certificate") provides that the liability of a director of the Company shall be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation  Law (the "DGCL").  Under the DGCL,  the directors  have a fiduciary
duty to the Company which is not eliminated by this provision of the Certificate
and, in  appropriate  circumstances,  equitable  remedies  such as injunctive or
other forms of  non-monetary  relief will remain  available.  In addition,  each
director will  continue to be subject to liability  under the DGCL for breach of
the director's  duty of loyalty to the Company,  for acts or omissions which are
found by a court of competent  jurisdiction to be not in good faith or involving
intentional  misconduct,  for knowing  violations of law, for actions leading to
improper  personal  benefit to the  director,  and for payment of  dividends  or
approval of stock  repurchases or redemptions  that are prohibited by DGCL. This
provision also does not affect the directors'  responsibilities  under any other
laws,  such as the  Federal  securities  laws or state or Federal  environmental
laws.  The  Company  has  obtained  liability  insurance  for its  officers  and
directors.

         Section  145 of the  DGCL  empowers  a  corporation  to  indemnify  its
directors  and  officers  and to purchase  insurance  with  respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a knowing  violation  of law,  (iii)  arising  under
Section 174 of the DGCL,  or (iv) for any  transaction  from which the  director
derived  an  improper  personal  benefit.  The DGCL  provides  further  that the
indemnification  permitted thereunder shall not be deemed exclusive of any other
rights  to  which  the  directors  and  officers  may  be  entitled   under  the
corporation's  bylaws, any agreement,  a vote of stockholders or otherwise.  The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section  102(b)(7) of the DGCL and provides  that the Company shall
fully  indemnify  any person who was or is a party or is threatened to be made a
party  to any  threatened,  pending  or  completed  action,  suit or  proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that such  person is or was a director or officer of the  Company,  or is or was
serving  at the  request  of the  Company  as a  director  or officer of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit



                                       2
<PAGE>

or  proceeding.  At  present,  there  is no  pending  litigation  or  proceeding
involving any director,  officer,  employee or agent as to which indemnification
will be required or permitted under the Certificate. The Company is not aware of
any  threatened  litigation  or  proceeding  that may result in a claim for such
indemnification.

         In addition,  the Company has insurance policies with Admiral Insurance
Company  and  Zurich  American  Insurance  Company  in the  aggregate  amount of
$10,000,000 with respect to potential liabilities of its directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act  of  1933  may  be  permitted  to  the  Company's  directors,  officers  and
controlling  persons  pursuant to the provisions  described above, or otherwise,
the  Company  has  been  advised  that in the  opinion  of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  payment  of  expenses
incurred or paid by a director,  officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection  with the securities  being  registered for
resale,  the Company  will,  unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

Item 7. Exemption from Registration Claimed.

                  Not applicable.

Item 8. Exhibits.


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

        *4.1  Company's 2001 Employee Stock Option Plan, restated to include all
              amendments thereto

        *5.1  Opinion of Jordan A. Horvath, counsel to the Company

       *23.1  Independent Auditors' Consent

       *23.2  Consent of Jordan A. Horvath (included in exhibit 5.1 hereto)

       *24.1  Power of Attorney (included in signature page)

------------------------------
*Filed herewith





                                       3
<PAGE>


Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

             (i) To include any prospectus  required by Section  10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant to Rule 424(b),  if in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

             (iii) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement;

 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the



                                       4
<PAGE>

securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.









                                       5
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Exeter, New Hampshire, on the 4th day of March, 2004.


                                              BENTLEY PHARMACEUTICALS, INC.


                                              By: /S/ JAMES R. MURPHY
                                                  ------------------------------
                                                  James R. Murphy
                                                  Chairman, President and Chief
                                                  Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of James R. Murphy, Michael D. Price
and Jordan A. Horvath and each of them with power of substitution, as his
attorney-in-fact, in all capacities, to sign any amendments to this Registration
Statement (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-facts or their substitutes may do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 4th day of March, 2004.

Signature                         Title
---------                         -----

/S/ JAMES R. MURPHY               Chairman,  President, Chief Executive Officer
---------------------------       and Director (principal executive officer)
James R. Murphy

/S/ MICHAEL MCGOVERN              Vice Chairman and Director
---------------------------
Michael McGovern

/S/ ROBERT M. STOTE               Senior Vice President, Chief Science Officer
---------------------------       and Director
Robert M. Stote

/S/ MICHAEL D. PRICE              Vice President, Chief Financial Officer,
---------------------------       Treasurer, Secretary and Director (principal
Michael D. Price                  financial and accounting officer)

/S/ ROBERT J. GYURIK              Vice President of Pharmaceutical Development
---------------------------       and Director
Robert J. Gyurik



<PAGE>





/S/ CHARLES L. BOLLING            Director
---------------------------
Charles L. Bolling

/S/ MIGUEL FERNANDEZ              Director
---------------------------
Miguel Fernandez

/S/WILLIAM A. PACKER              Director
---------------------------
William A. Packer

/S/ JOHN W. SPIEGEL               Director
---------------------------
John W. Spiegel






<PAGE>


                                  EXHIBIT INDEX



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

        *4.1  Company's 2001 Employee Stock Option Plan, restated to include all
              amendments thereto.

        *5.1  Opinion of Jordan A. Horvath, counsel to the Company

       *23.1  Independent Auditors' Consent

       *23.2  Consent of Jordan A. Horvath (included in exhibit 5.1 hereto)

       *24.1  Power of Attorney (included in signature page)

-----------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "fs8-employee03042004.txt", "description": "2001 EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 21208}]
{"company-data": {"conformed-name": "BENTLEY PHARMACEUTICALS INC", "cik": "0000821616", "assigned-sic": "2834", "irs-number": "591513162", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113387", "film-number": "04654848"}, "business-address": {"street1": "BENTLEY PARK", "street2": "2 HOLLAND WAY", "city": "EXETER", "state": "NH", "zip": "03833", "phone": "6036586100"}, "mail-address": {"street1": "BENTLEY PARK", "street2": "2 HOLLAND WAY", "city": "EXETER", "state": "NH", "zip": "03833"}, "former-company": {"former-conformed-name": "BELMAC CORP /FL/", "date-changed": "19920703"}}
Registration No. 333-_________

      As filed with the Securities and Exchange Commission on March 8, 2004
--------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

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

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

  Bentley Park, 2 Holland Way, Exeter, NH                  03833
  (Address of Principal Executive Offices)                 (Zip Code)

                         2001 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                 James R. Murphy
                 Chairman, President and Chief Executive Officer
                          Bentley Pharmaceuticals, Inc.
                                  Bentley Park
                                  2 Holland Way
                                Exeter, NH 03833
                     (Name and address of agent for service)

                                 (603) 658-6100
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Jordan A. Horvath, Esq.
                       Vice President and General Counsel
                          Bentley Pharmaceuticals, Inc.
                                  Bentley Park
                                  2 Holland Way
                                Exeter, NH 03833
                                 (212) 874-4110

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                                 Proposed            Proposed
Title of                                    Amount               maximum             maximum
securities                                  to be                price per           offering          Registration
to be registered                            registered(1)        share               price             fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.02 par value per share        842,900         (2)$10.89          (2)$9,179,181          (2)$1,163
Common Stock, $.02 par value per share        397,500            $13.30             $5,286,750               $670
Common Stock, $.02 par value per share        204,600            $10.04             $2,054,184               $260
Common Stock, $.02 par value per share          5,000            $10.38                $51,900                 $7
Common Stock, $.02 par value per share         25,000            $11.28               $282,000                $36
Common Stock, $.02 par value per share         15,000            $13.75               $206,250                $26
Common Stock, $.02 par value per share         10,000           $15.825               $158,250                $20

TOTAL                                                                                                      $2,182
--------------------------------------------------------------------------------
(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     2001 Employee Stock Option Plan.

(2)  The price per share is estimated  solely for the purpose of calculating the
     registration fee pursuant to Rule 457(c);  based on the average of the high
     and low prices for the  Common  Stock as  reported  on the  American  Stock
     Exchange on March 2, 2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to the  participating  employees  as specified by Rule
428(b)(1)  of the  Securities  Act of 1933.  Such  documents  and the  documents
incorporated  by reference  herein  pursuant to Item 3 of Part II hereof,  taken
together,  constitute a prospectus that meets the requirements of Sections 10(a)
of the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents  heretofore filed by Bentley  Pharmaceuticals,
Inc.  (the  "Company"  or the  "Registrant")  with the  Securities  and Exchange
Commission  (the  "Commission")  pursuant  to  Section  13(a) of the  Securities
Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference:

         (a) the Company's  Report on Form 10-K for the year ended  December 31,
2003;

         (b) the  Company's  Current  Report on Form 8-K filed on  February  18,
2004;

         (c) the  Company's  Current  Report on Form 8-K filed on  February  27,
2004; and

         (d) the  description  of the  Company's  Common Stock  contained in the
Company's Amendment No. 1 to its Registration Statement on Form 8-A/A filed with
the Commission on October 29, 1999.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

                                       1
Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Jordan A.  Horvath,  General  Counsel of the  Company,  is rendering an
opinion on the validity of the securities  registered  hereunder and is eligible
to be and has been granted  options to purchase shares of Common Stock under the
2001 Employee Stock Option Plan.

Item 6. Indemnification of Directors and Officers.

         The Company's  Amended and Restated  Certificate of Incorporation  (the
"Certificate") provides that the liability of a director of the Company shall be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation  Law (the "DGCL").  Under the DGCL,  the directors  have a fiduciary
duty to the Company which is not eliminated by this provision of the Certificate
and, in  appropriate  circumstances,  equitable  remedies  such as injunctive or
other forms of  non-monetary  relief will remain  available.  In addition,  each
director will  continue to be subject to liability  under the DGCL for breach of
the director's  duty of loyalty to the Company,  for acts or omissions which are
found by a court of competent  jurisdiction to be not in good faith or involving
intentional  misconduct,  for knowing  violations of law, for actions leading to
improper  personal  benefit to the  director,  and for payment of  dividends  or
approval of stock  repurchases or redemptions  that are prohibited by DGCL. This
provision also does not affect the directors'  responsibilities  under any other
laws,  such as the  Federal  securities  laws or state or Federal  environmental
laws.  The  Company  has  obtained  liability  insurance  for its  officers  and
directors.

         Section  145 of the  DGCL  empowers  a  corporation  to  indemnify  its
directors  and  officers  and to purchase  insurance  with  respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a knowing  violation  of law,  (iii)  arising  under
Section 174 of the DGCL,  or (iv) for any  transaction  from which the  director
derived  an  improper  personal  benefit.  The DGCL  provides  further  that the
indemnification  permitted thereunder shall not be deemed exclusive of any other
rights  to  which  the  directors  and  officers  may  be  entitled   under  the
corporation's  bylaws, any agreement,  a vote of stockholders or otherwise.  The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section  102(b)(7) of the DGCL and provides  that the Company shall
fully  indemnify  any person who was or is a party or is threatened to be made a
party  to any  threatened,  pending  or  completed  action,  suit or  proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that such  person is or was a director or officer of the  Company,  or is or was
serving  at the  request  of the  Company  as a  director  or officer of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit

                                       2
or  proceeding.  At  present,  there  is no  pending  litigation  or  proceeding
involving any director,  officer,  employee or agent as to which indemnification
will be required or permitted under the Certificate. The Company is not aware of
any  threatened  litigation  or  proceeding  that may result in a claim for such
indemnification.

         In addition,  the Company has insurance policies with Admiral Insurance
Company  and  Zurich  American  Insurance  Company  in the  aggregate  amount of
$10,000,000 with respect to potential liabilities of its directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act  of  1933  may  be  permitted  to  the  Company's  directors,  officers  and
controlling  persons  pursuant to the provisions  described above, or otherwise,
the  Company  has  been  advised  that in the  opinion  of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  payment  of  expenses
incurred or paid by a director,  officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection  with the securities  being  registered for
resale,  the Company  will,  unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

Item 7. Exemption from Registration Claimed.

                  Not applicable.

Item 8. Exhibits.

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

        *4.1  Company's 2001 Employee Stock Option Plan, restated to include all
              amendments thereto

        *5.1  Opinion of Jordan A. Horvath, counsel to the Company

       *23.1  Independent Auditors' Consent

       *23.2  Consent of Jordan A. Horvath (included in exhibit 5.1 hereto)

       *24.1  Power of Attorney (included in signature page)

------------------------------
*Filed herewith

                                       3
Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

             (i) To include any prospectus  required by Section  10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant to Rule 424(b),  if in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

             (iii) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement;

 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the

                                       4
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Exeter, New Hampshire, on the 4th day of March, 2004.

                                              BENTLEY PHARMACEUTICALS, INC.

                                              By: /S/ JAMES R. MURPHY
                                                  ------------------------------
                                                  James R. Murphy
                                                  Chairman, President and Chief
                                                  Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of James R. Murphy, Michael D. Price
and Jordan A. Horvath and each of them with power of substitution, as his
attorney-in-fact, in all capacities, to sign any amendments to this Registration
Statement (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-facts or their substitutes may do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 4th day of March, 2004.

Signature                         Title
---------                         -----

/S/ JAMES R. MURPHY               Chairman,  President, Chief Executive Officer
---------------------------       and Director (principal executive officer)
James R. Murphy

/S/ MICHAEL MCGOVERN              Vice Chairman and Director
---------------------------
Michael McGovern

/S/ ROBERT M. STOTE               Senior Vice President, Chief Science Officer
---------------------------       and Director
Robert M. Stote

/S/ MICHAEL D. PRICE              Vice President, Chief Financial Officer,
---------------------------       Treasurer, Secretary and Director (principal
Michael D. Price                  financial and accounting officer)

/S/ ROBERT J. GYURIK              Vice President of Pharmaceutical Development
---------------------------       and Director
Robert J. Gyurik
/S/ CHARLES L. BOLLING            Director
---------------------------
Charles L. Bolling

/S/ MIGUEL FERNANDEZ              Director
---------------------------
Miguel Fernandez

/S/WILLIAM A. PACKER              Director
---------------------------
William A. Packer

/S/ JOHN W. SPIEGEL               Director
---------------------------
John W. Spiegel
EXHIBIT INDEX

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

        *4.1  Company's 2001 Employee Stock Option Plan, restated to include all
              amendments thereto.

        *5.1  Opinion of Jordan A. Horvath, counsel to the Company

       *23.1  Independent Auditors' Consent

       *23.2  Consent of Jordan A. Horvath (included in exhibit 5.1 hereto)

       *24.1  Power of Attorney (included in signature page)

-----------------------
*Filed herewith