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)

                        2001 DIRECTORS' 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>

<TABLE>
<CAPTION>


                              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
----------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>          <C>               <C>
Common Stock, $.02 par value per share    297,100    (2)$ 7.73    (2)$2,296,583     (2)$574
Common Stock, $.02 par value per share     25,000       $ 7.10       $  177,500        $ 44
Common Stock, $.02 par value per share    152,900       $ 6.00       $  917,400        $229
Common Stock, $.02 par value per share     25,000       $ 5.70       $  142,500        $ 36

TOTAL                                                                                  $883
----------------------------------------------------------------------------------------------------

(1)  Pursuant to Rule  416(b),  there  shall also be deemed  covered  hereby all  additional
     securities  resulting from  anti-dilution  adjustments  under the 2001 Directors' 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 November 2, 2001.


</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.

          Not Applicable.

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


                                      II-2

<PAGE>

          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 2001 Directors' Stock Option Plan. (Reference
                   is made to Appendix C to the Registrant's definitive Proxy
                   Statement for Annual Meeting of Stockholders filed with the
                   Securities and Exchange Commission on April 9, 2001, 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.

      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






<PAGE>


                                  EXHIBIT INDEX


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

         4.1       Registrant's 2001 Directors' Stock Option Plan. (Reference
                   is made to Appendix C to the Registrant's definitive Proxy
                   Statement for Annual Meeting of Stockholders filed with the
                   Securities and Exchange Commission on April 9, 2001, 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": "dsop2001.txt", "description": "FORM S-8 - 2001 DIR. STOCK OPTION PLAN", "secsgml_size_bytes": 19755}]
{"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": "333-72918", "film-number": "1777170"}, "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)

                        2001 DIRECTORS' 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, $.02 par value per share    297,100    (2)$ 7.73    (2)$2,296,583     (2)$574
Common Stock, $.02 par value per share     25,000       $ 7.10       $  177,500        $ 44
Common Stock, $.02 par value per share    152,900       $ 6.00       $  917,400        $229
Common Stock, $.02 par value per share     25,000       $ 5.70       $  142,500        $ 36

TOTAL                                                                                  $883
----------------------------------------------------------------------------------------------------

(1)  Pursuant to Rule  416(b),  there  shall also be deemed  covered  hereby all  additional
     securities  resulting from  anti-dilution  adjustments  under the 2001 Directors' 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 November 2, 2001.
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.

          Not Applicable.

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

                                      II-2
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 2001 Directors' Stock Option Plan. (Reference
                   is made to Appendix C to the Registrant's definitive Proxy
                   Statement for Annual Meeting of Stockholders filed with the
                   Securities and Exchange Commission on April 9, 2001, 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 2001 Directors' Stock Option Plan. (Reference
                   is made to Appendix C to the Registrant's definitive Proxy
                   Statement for Annual Meeting of Stockholders filed with the
                   Securities and Exchange Commission on April 9, 2001, 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