FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MURPHY JAMES R   2. Issuer Name and Ticker or Trading Symbol BENTLEY PHARMACEUTICALS INC [BNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) BENTLEY PARK, 2 HOLLAND WAY 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2007 (Street) EXETER, NH 03833 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.02 par value 05/23/2007   M   6,750 (1) A $ 0 419,978 D   Common Stock, $0.02 par value 05/23/2007   F   2,325 (2) D $ 11.965 417,653 D   Common Stock, $0.02 par value               11,084 I Company-Sponsored 401(k) Plan Common Stock, $0.02 par value               100 (3) I By Son

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Right to purchase	$ 5.875							(4)	01/03/2010	Common Stock, $0.02 par value	75,000		75,000	D
Right to purchase	$ 5.875							(5)	01/01/2011	Common Stock, $0.02 par value	17,400		17,400	D
Right to purchase	$ 6							(6)	05/09/2011	Common Stock, $0.02 par value	57,600		57,600	D
Right to purchase	$ 9.79							(7)	01/03/2012	Common Stock, $0.02 par value	100,000		100,000	D
Right to purchase	$ 8.05							(8)	01/01/2013	Common Stock, $0.02 par value	50,000		50,000	D
Right to purchase	$ 10.04							(9)	05/21/2013	Common Stock, $0.02 par value	50,000		50,000	D
Right to purchase	$ 13.3							(10)	01/01/2014	Common Stock, $0.02 par value	100,000		100,000	D
Right to purchase	$ 7.5							(11)	03/30/2015	Common Stock, $0.02 par valu	150,000		150,000	D
Right to purchase	$ 11.775							(12)	05/23/2016	Common Stock, $0.02 par value	137,000		137,000	D
Right to purchase	$ 11.965	05/23/2007		A		100,000		(13)	05/23/2017	Common Stock, $0.02 par value	100,000	$ 0	100,000	D
Restricted Stock Units	(14)	05/23/2007		A		18,000		(15)	(15)	Common Stock, $0.02 par value	18,000	$ 0	18,000	D
Restricted Stock Units	(14)	05/23/2007		M			6,750	(16)	(16)	Common Stock, $0.02 par value	6,750	$ 0	20,250	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MURPHY JAMES R BENTLEY PARK 2 HOLLAND WAY EXETER, NH 03833	X		Chairman & CEO

Signatures

James R Murphy		05/24/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares issued from the vesting of restricted stock units.
(2)	Represents shares withheld by the Company to satisfy minimum tax withholding requirements.
(3)	Represents 100 shares of Common Stock held by Mr. Murphy's son, as to which Mr. Murphy disclaims beneficial ownership.
(4)	Options were granted under terms of the Company's 1991 Stock Option Plan. Grant became exercisable on 1/3/2001.
(5)	Options were granted under terms of the Company's 1991 Stock Option Plan. Grant became exercisable on 1/1/2002.
(6)	Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable on 5/9/2002.
(7)	Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable in two equal installments on 1/3/2003 and 1/3/2004.
(8)	Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable in two equal installments on 1/1/2004 and 1/1/2005.
(9)	Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable in two equal installments on (5/21/2004 and 5/21/2005).
(10)	Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable in two equal installments on (1/1/2005 and 1/1/2006).
(11)	Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant becomes exercisable in three equal installments on 3/30/2006, 3/30/2007 and 3/30/2008.
(12)	Options were granted under terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Grants become exercisable in three equal installments (5/23/2007, 5/23/2008 and 5/23/2009).
(13)	Options were granted under terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Grants become exercisable in three equal installments 5/23/2008, 5/23/2009 and 5/23/2010.
(14)	Each restricted stock unit represents a contingent right to receive one share of Bentley Pharmaceuticals, Inc. Common Stock, $0.02 par value.
(15)	Restricted stock units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Units vest, and will be issued to the reporting person, in four equal installments on 5/23/2008, 5/23/2009, 5/23/2010 and 5/23/2011.
(16)	Restricted stock units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Remaining units vest, and will be issued to the reporting person, in three equal installments on 5/23/2008, 5/23/2009 and 5/23/2010.

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