UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Bentley Pharmaceuticals, Inc.
_____________________________________________________________________________
(Name of Issuer)
Common Stock
_____________________________________________________________________________
(Title of Class of Securities)
082657107
__________________________
(CUSIP Number)
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13G
CUSIP No. 082657107
_____________________________________________________________________________
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
Renaissance US Growth and Income Trust PLC None
_____________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
_____________________________________________________________________________
3. SEC USE ONLY
_____________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
_____________________________________________________________________________
5. SOLE VOTING POWER
1,014,400 shares
_____________________________________________________________________________
6. SHARED VOTING POWER
None
_____________________________________________________________________________
7. SOLE DISPOSITIVE POWER
1,014,400 shares
_____________________________________________________________________________
8. SHARED DISPOSITIVE POWER
None
_____________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,014,400 shares
_____________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable
_____________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.58%
_____________________________________________________________________________
12. TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
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ITEM 1.
(a) Name of Issuer.
Bentley Pharmaceuticals, Inc. ("Company")
(b) Address of Issuer's principal Executive Offices
4890 West Kennedy Blvd., #400
Tampa, FL 33609
ITEM 2.
(a) Name of Person Filing
Renaissance US Growth and Income Trust PLC ("Filer")
(b) Address of principal Business Office or, if none, Residence
8080 North Central Expwy., Suite 210, LB 59
Dallas, TX 75206-1857
(c) Citizenship
England
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
None
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) ______ Broker or Dealer registered under Section 15 of the Act
(b) ______ Bank as defined in section 3(a)(6) of the Act
(c) ______ Insurance Company as defined in section 3(a)(19) of the Act
(d) ______ Investment Company registered under section 8 of the Investment
Company Act
(e) ______ Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) ______ Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F)
(g) ______ Parent Holding Company, in accordance with section 240.13d-1(b)
(ii)(G)(Note: See Item 7)
(h) ______ Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
ITEM 4. Ownership.
(a) Amount Beneficially Owned:
On April 28, 1999, the Filer owned 786 units of the Company's 12%
Convertible Debenture having a stated value of $1,000 per unit and
convertible into common stock at $2.50 per share. In addition, the
Filer owns 700,000 shares of the Company's common stock, for a total
position of 1,014,400 shares on a fully converted basis. The Debenture
is convertible within sixty days.
(b) Percent of Class 11.58%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,014,400 shares
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition of:
1,014,400 shares
(iv) shared power to dispose or to direct the disposition of: None
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not applicable.
ITEM 9. Notice of Dissolution of Group.
Not applicable.
ITEM 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 3, 1999 /S/
___________________________________________
Signature
Renaissance US Growth and Income Trust PLC by
Renaissance Capital Group, Inc., Investment
Manager
Russell Cleveland, President
___________________________________________
Name and Title
