BENTLEY PHARMACEUTICALS INC
8-A12B/A, 1996-02-07
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 AMENDMENT NO. 1
                                       ON
                                   FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Bentley Pharmaceuticals, Inc.
                    ----------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

      Florida                                                   59-1513162
- -----------------------                                      -------------------
(State of Incorporation                                       (I.R.S. Employer
    or Organization)                                         Identification No.)


 4830 West Kennedy Boulevard, One Urban Centre, Suite 550, Tampa, Florida 33609
- --------------------------------------------------------------------------------
      (Address of principal executive offices)                        (Zip Code)

If  this  Form  relates  to  the        If this Form relates to the registration
registration  of a class of debt        of  a class of debt securities and is to
securities and is effective upon        become effective simultaneously with the
filing   pursuant   to   General        effectiveness  of a concurrent registra-
Instruction A(c)(1) please check        tion statement under the  Securities Act
the following  box. [  ]                of 1933 pursuant to  General Instruction
                                        A (c) (2),   please check  the following
                                        box.  [  ]

Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class               Name of Each Exchange on Which
to be so Registered               Each Class is to be Registered

Units                             American Stock Exchange/Pacific Stock Exchange
Debentures                        American Stock Exchange/Pacific Stock Exchange
Class A Redeemable Warrants       American Stock Exchange/Pacific Stock Exchange
- ---------------------------       ----------------------------------------------


Securities to be registered pursuant to Section 12(g) of the Act:  None.



                                


<PAGE>


Item 1.      Description of Registrant's Securities to be Registered.

             Information  required by this Item 1 relating  to the  Registrant's
Units,  Debentures and Class A Redeemable  Warrants is incorporated by reference
to Amendment No. 1 to the Registrant's  Registration Statement on Form S-1 (File
No.  33-65125)  that was filed with the  Securities  and Exchange  Commission on
January 30, 1996, under the sections captioned  "Description of Securities," and
"Description  of  Debentures,"  on pages 49-53 and 54-58,  respectively,  of the
prospectus contained therein.



                                       -2-

<PAGE>


                                    SIGNATURE

             Pursuant  to the  requirements  of  Section  12 of  the  Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                 BENTLEY PHARMACEUTICALS, INC.


Date: February 7, 1996           By: /s/ Michael D. Price
                                     -------------------------------------------
                                      Michael D. Price
                                      Vice President and Chief Financial Officer


                                       -3-




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