Registration No. 333-_________

    As filed with the Securities and Exchange Commission on November 7, 2001
--------------------------------------------------------------------------------

                       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.)

65 Lafayette Road, Third Floor, North Hampton, NH         03862-2403
(Address of Principal Executive Offices)                  (Zip Code)

                   AMENDED AND RESTATED 1991 STOCK OPTION PLAN
                            (Full title of the plan)

                                 James R. Murphy
                      Chairman and Chief Executive Officer
                          Bentley Pharmaceuticals, Inc.
                         65 Lafayette Road, Third Floor
                          North Hampton, NH 03862-2403
                     (Name and address of agent for service)

                                 (603) 964-8006
          (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.
                         65 Lafayette Road, Third Floor
                          North Hampton, NH 03862-2403
                                 (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>


<S>                                           <C>                   <C>                 <C>               <C>
                                                                    Proposed            Proposed
Title of                                                            maximum             maximum
each class                                     Amount               offering            aggregate         Amount of
of securities                                  to be                price per           offering          registration
to be registered                               registered(1)        share               price             fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.02 par value per share           3,000            $     1.50         $    4,500          $        1
Common Stock, $.02 par value per share          31,856            $     2.00         $   63,712          $       16
Common Stock, $.02 par value per share          57,000            $     2.38         $  135,660          $       34
Common Stock, $.02 par value per share           5,000            $     2.44         $   12,200          $        3
Common Stock, $.02 par value per share          15,000            $     2.69         $   40,350          $       10
Common Stock, $.02 par value per share          40,000            $     2.88         $  115,200          $       29
Common Stock, $.02 par value per share          50,700            $     3.00         $  152,100          $       38
Common Stock, $.02 par value per share          16,900            $     3.30         $   55,770          $       14
Common Stock, $.02 par value per share         113,000            $     3.75         $  423,750          $      106
Common Stock, $.02 par value per share         176,100            $     5.88         $1,035,468          $      259
Common Stock, $.02 par value per share         109,200            $     7.25         $  791,700          $      198
Common Stock, $.02 par value per share         150,000            $     7.75         $1,162,500          $      291
Common Stock, $.02 par value per share          10,000            $     8.00         $   80,000          $       20
Common Stock, $.02 par value per share          25,000            $     8.50         $  212,500          $       53
Common Stock, $.02 par value per share           8,000            $     8.88         $   71,040          $       18
Common Stock, $.02 par value per share           5,000            $    10.63         $   53,150          $       13

TOTAL                                                                                                    $    1,103
<FN>
----------------

(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     Amended and Restated 1991 Stock Option Plan.
</FN>
</TABLE>


<PAGE>


                                    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")   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,
2000;

          (b) The Company's  Report on Form 8-K as filed with the  Commission on
March 2, 2001,  as amended by Form 8-K/A filed with the  Commission on April 26,
2001 and as further  amended by Form 8-K/A filed with the  Commission  on May 7,
2001;

          (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001;

          (d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2001;

          (e) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2001; and

          (f) 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.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

                                      II-1
<PAGE>

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 granted and has been granted options to purchase  150,000 shares of Common
Stock under the Amended and Restated 1991 Stock Option Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The  Registrant's  Amended and Restated  Certificate of  Incorporation
(the "Certificate")  provides that the liability of a director of the Registrant
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  Registrant  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  Registrant,  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 Registrant  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  provisions  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  Registrant
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 Registrant, or is or was
serving at the  request of the  Registrant  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 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

                                      II-2
<PAGE>

the  Certificate.  The Registrant is not aware of any  threatened  litigation or
proceeding that may result in a claim for such indemnification.

          In  addition,  the Company  has an  insurance  policy  with  Lexington
Insurance  Company  in the  amount  of  $5,000,000  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 our  directors,  officers  and
controlling persons pursuant to the provisions described above, or otherwise, we
have been advised that in the opinion of the Securities and Exchange  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 our payment of expenses
incurred  or  paid  by  our  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,  we will, unless in the opinion of our 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 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     Registrant's  Amended and Restated 1991 Stock Option Plan.  (Reference
          is made to Appendix D to the  Registrant's  definitive Proxy Statement
          for Annual  Meeting of  Stockholders  filed  with the  Securities  and
          Exchange  Commission on May 18, 1999,  which  exhibit is  incorporated
          herein by reference.)

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

*23.1     Consent of Deloitte & Touche LLP

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

*24.1     Power of Attorney (included in signature page)

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

                                      II-3
<PAGE>

ITEM 9. UNDERTAKINGS.

          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 the in  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.

          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

                                      II-4
<PAGE>

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.

                                      II-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 North Hampton, New Hampshire, on the 7th day of November, 2001.


                                       BENTLEY PHARMACEUTICALS, INC.


                                       By: /S/ JAMES R. MURPHY
                                           -------------------------------------
                                           James R. Murphy
                                           Chairman 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 7th day of November, 2001.

<TABLE>
<S>                            <C>

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 GYURIK                Vice President of Pharmaceutical Development
--------------------------       and Director
Robert Gyurik


<PAGE>

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

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

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

</TABLE>


<PAGE>


                                  EXHIBIT INDEX


NUMBER                       DESCRIPTION OF EXHIBIT
------                       ----------------------

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

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

*23.1     Consent of Deloitte & Touche LLP

*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": "s-81991.txt", "description": "AMENDED AND RESTATED 1991 STOCK OPTION PLAN", "secsgml_size_bytes": 21181}]
{"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": "333-72916", "film-number": "1777162"}, "business-address": {"street1": "65 LAFAYETTE RD  3RD FLR", "city": "NORTH HAMPTON", "state": "NH", "zip": "03862", "phone": "6039648006"}, "mail-address": {"street1": "65 LAFAYETTE RD 3RD FLR", "city": "NORTH HAMPTON", "state": "NH", "zip": "03862"}, "former-company": {"former-conformed-name": "BELMAC CORP /FL/", "date-changed": "19920703"}}
Registration No. 333-_________

    As filed with the Securities and Exchange Commission on November 7, 2001
--------------------------------------------------------------------------------

                       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.)

65 Lafayette Road, Third Floor, North Hampton, NH         03862-2403
(Address of Principal Executive Offices)                  (Zip Code)

                   AMENDED AND RESTATED 1991 STOCK OPTION PLAN
                            (Full title of the plan)

                                 James R. Murphy
                      Chairman and Chief Executive Officer
                          Bentley Pharmaceuticals, Inc.
                         65 Lafayette Road, Third Floor
                          North Hampton, NH 03862-2403
                     (Name and address of agent for service)

                                 (603) 964-8006
          (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.
                         65 Lafayette Road, Third Floor
                          North Hampton, NH 03862-2403
                                 (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                                                            maximum             maximum
each class                                     Amount               offering            aggregate         Amount of
of securities                                  to be                price per           offering          registration
to be registered                               registered(1)        share               price             fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.02 par value per share           3,000            $     1.50         $    4,500          $        1
Common Stock, $.02 par value per share          31,856            $     2.00         $   63,712          $       16
Common Stock, $.02 par value per share          57,000            $     2.38         $  135,660          $       34
Common Stock, $.02 par value per share           5,000            $     2.44         $   12,200          $        3
Common Stock, $.02 par value per share          15,000            $     2.69         $   40,350          $       10
Common Stock, $.02 par value per share          40,000            $     2.88         $  115,200          $       29
Common Stock, $.02 par value per share          50,700            $     3.00         $  152,100          $       38
Common Stock, $.02 par value per share          16,900            $     3.30         $   55,770          $       14
Common Stock, $.02 par value per share         113,000            $     3.75         $  423,750          $      106
Common Stock, $.02 par value per share         176,100            $     5.88         $1,035,468          $      259
Common Stock, $.02 par value per share         109,200            $     7.25         $  791,700          $      198
Common Stock, $.02 par value per share         150,000            $     7.75         $1,162,500          $      291
Common Stock, $.02 par value per share          10,000            $     8.00         $   80,000          $       20
Common Stock, $.02 par value per share          25,000            $     8.50         $  212,500          $       53
Common Stock, $.02 par value per share           8,000            $     8.88         $   71,040          $       18
Common Stock, $.02 par value per share           5,000            $    10.63         $   53,150          $       13

TOTAL                                                                                                    $    1,103
----------------

(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     Amended and Restated 1991 Stock Option Plan.
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")   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,
2000;

          (b) The Company's  Report on Form 8-K as filed with the  Commission on
March 2, 2001,  as amended by Form 8-K/A filed with the  Commission on April 26,
2001 and as further  amended by Form 8-K/A filed with the  Commission  on May 7,
2001;

          (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001;

          (d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2001;

          (e) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2001; and

          (f) 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.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

                                      II-1
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 granted and has been granted options to purchase  150,000 shares of Common
Stock under the Amended and Restated 1991 Stock Option Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The  Registrant's  Amended and Restated  Certificate of  Incorporation
(the "Certificate")  provides that the liability of a director of the Registrant
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  Registrant  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  Registrant,  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 Registrant  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  provisions  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  Registrant
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 Registrant, or is or was
serving at the  request of the  Registrant  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 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

                                      II-2
the  Certificate.  The Registrant is not aware of any  threatened  litigation or
proceeding that may result in a claim for such indemnification.

          In  addition,  the Company  has an  insurance  policy  with  Lexington
Insurance  Company  in the  amount  of  $5,000,000  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 our  directors,  officers  and
controlling persons pursuant to the provisions described above, or otherwise, we
have been advised that in the opinion of the Securities and Exchange  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 our payment of expenses
incurred  or  paid  by  our  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,  we will, unless in the opinion of our 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 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     Registrant's  Amended and Restated 1991 Stock Option Plan.  (Reference
          is made to Appendix D to the  Registrant's  definitive Proxy Statement
          for Annual  Meeting of  Stockholders  filed  with the  Securities  and
          Exchange  Commission on May 18, 1999,  which  exhibit is  incorporated
          herein by reference.)

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

*23.1     Consent of Deloitte & Touche LLP

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

*24.1     Power of Attorney (included in signature page)

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

                                      II-3
ITEM 9. UNDERTAKINGS.

          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 the in  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.

          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

                                      II-4
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.

                                      II-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 North Hampton, New Hampshire, on the 7th day of November, 2001.

                                       BENTLEY PHARMACEUTICALS, INC.

                                       By: /S/ JAMES R. MURPHY
                                           -------------------------------------
                                           James R. Murphy
                                           Chairman 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 7th day of November, 2001.
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 GYURIK                Vice President of Pharmaceutical Development
--------------------------       and Director
Robert Gyurik
/S/ CHARLES L. BOLLING           Director
--------------------------
Charles L. Bolling

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

/S/ WILLIAM PACKER               Director
--------------------------
William Packer
EXHIBIT INDEX

NUMBER                       DESCRIPTION OF EXHIBIT
------                       ----------------------

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

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

*23.1     Consent of Deloitte & Touche LLP

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

*24.1     Power of Attorney (included in signature page)

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