Supplement to Prospectus Dated May 19, 1997

                                                         Dated: October 14, 2002
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                        3,450,000 shares of Common Stock
           (Issuable upon the exercise of Class B Redeemable Warrants)

                          BENTLEY PHARMACEUTICALS, INC.

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               Bentley  Pharmaceuticals,  Inc. (the  "Company") has extended the
term  of  each of the  Company's  Class B  Redeemable  Warrants  (the  "Class  B
Warrants") by an additional 365 days. The Warrant Expiration Date shall now mean
5:00 P.M.  (New York time) on December  31,  2003,  extended  from the  original
expiration date of February 14, 2001 and the interim  expiration dates of August
14, 2001 and  December  31,  2002.  Each Class B Warrant may be exercised by the
holder  thereof at any time before the new  Warrant  Expiration  Date,  upon the
terms and subject to the  conditions set forth in the Warrant  Agreement,  dated
February 14,  1996,  by and between the Company and  American  Stock  Transfer &
Trust Company.