Ownership Submission
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 *
MCGOVERN MICHAEL
   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 __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Vice Chairman
(Last)
(First)
(Middle)
PO BOX 420528		 3. Date of Earliest Transaction (Month/Day/Year)
05/23/2007
(Street)

ATLANTA, GA 30342		 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               2,559,228 D  
Common Stock, $0.02 par value               100,000 I Shares owned by spouse (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Restricted Stock Units (2) 05/23/2007   A   8,000     (3)   (3) Common Stock, $0.02 par value 8,000 $ 0 8,000 D  
Right to purchase $ 9               (4) 04/01/2010 Common Stock, $0.02 par value 25,000   25,000 D  
Right to purchase $ 8.5               (5) 07/01/2010 Common Stock, $0.02 par value 25,000   25,000 D  
Right to purchase $ 10.75               (6) 10/01/2010 Common Stock, $0.02 par value 25,000   25,000 D  
Right to purchase $ 6               (7) 05/09/2011 Common Stock, $0.02 par value 69,200   69,200 D  
Right to purchase $ 5.7               (8) 07/01/2011 Common Stock, $0.02 par value 25,000   25,000 D  
Right to purchase $ 7.1               (9) 08/30/2011 Common Stock, $0.02 par value 25,000   25,000 D  
Right to purchase $ 9.8               (10) 02/12/2012 Common Stock, $0.02 par value 50,000   50,000 D  
Right to purchase $ 11.715               (11) 05/22/2012 Common Stock, $0.02 par value 30,000   30,000 D  
Right to purchase $ 11.13               (12) 06/21/2012 Common Stock, $0.02 par value 50,000   50,000 D  
Right to purchase $ 9.15               (13) 03/21/2013 Common Stock, $0.02 par value 40,000   40,000 D  
Right to purchase $ 10.04               (14) 05/21/2013 Common Stock, $0.02 par value 70,000   70,000 D  
Right to purchase $ 13.475               (15) 12/31/2013 Common Stock, $0.02 par value 25,000   25,000 D  
Right to purchase $ 12.5               (16) 06/07/2014 Common Stock, $0.02 par value 20,000   20,000 D  
Right to purchase $ 8.805               (17) 11/10/2014 Common Stock, $0.02 par value 60,000   60,000 D  
Right to purchase $ 10.785               (18) 05/24/2015 Common Stock, $0.02 par value 80,000   80,000 D  
Restricted Stock Units (2)               (19)   (19) Common Stock, $0.02 par value 8,000   8,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCGOVERN MICHAEL
PO BOX 420528
ATLANTA, GA 30342		   X   X   Vice Chairman

Signatures

 Michael McGovern   05/25/2007
**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) Mr. McGovern provided his spouse a bona fide gift of 100,000 shares of Bentley Pharmaceuticals, Inc Common Stock on 12/7/2006.
(2) Each restricted stock unit represents a contingent right to receive one share of Bentley Pharmaceuticals, Inc. Common Stock, $0.02 par value.
(3) Restricted stock units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. The units vest in four equal installments on July 31, 2007, October 31, 2007, January 31, 2008 and April 30, 2008. Vested shares will be issued to the reporting person upon the earlier of (i) June 2, 2008 or (ii) the date he ceases to serve as a Director of the Company.
(4) Options were granted under terms of the Company's 1991 Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable on 4/1/2001.
(5) Options were granted under terms of the Company's 1991 Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable on 7/1/2001.
(6) Options were granted under terms of the Company's 1991 Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable on 10/1/2001.
(7) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable on 5/9/2002.
(8) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable on 7/1/2002.
(9) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable on 8/30/2002.
(10) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable in two equal installments on 2/12/2003 and 2/12/2004.
(11) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable in two equal installments on 5/22/2003 and 5/22/2004.
(12) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable in two equal installments on 6/21/2003 and 6/21/2004.
(13) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable in two equal installments on 3/21/2004 and 3/21/2005.
(14) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable in four equal installments on 7/31/2003, 10/31/2003, 1/31/2004 and 4/30/2004.
(15) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable on 4/30/2004.
(16) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors. Grant became exercisable in four equal installments on 7/31/2004, 10/31/2004, 1/31/2005 and 4/30/2005.
(17) Options were granted under terms of the Company's 2001 Directors' Stock Option Plan as remuneration for services as a member of the Board of Directors. Grant became exercisable in four equal installments on 7/31/2004, 10/31/2004, 1/31/2005 and 4/30/2005.
(18) Options were granted under terms of the Company's 2005 Equity and Incentive Plan as remuneration for services as a member of the Board of Directors and/or Vice Chairman. Grant became exercisable in four equal installments on 7/31/2005, 10/31/2005, 1/31/2006 and 4/30/2006.
(19) Restricted stock units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. The units vested in four equal installments on 7/31/2006, 10/31/2006, 1/31/2007 and 4/30/2007 and the shares will be issued to the reporting person upon the earlier of (i) January 2, 2008 or (ii) the date he ceases to serve as a Director of the Company.

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