UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~June 29,~~CURRENT ~~2007~~REPORT ~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~Earliest~~the ~~Event~~Securities ~~Reported)~~Exchange Act of 1934

~~BENTLEY PHARMACEUTICALS~~November 6, ~~INC.~~2007 Date of Report (Date of Earliest Event Reported)

~~(Exact~~BENTLEY ~~name~~PHARMACEUTICALS, ~~of registrant as specified in its charter)~~INC.

~~Delaware~~ (~~State~~Exact orname ~~Other~~of ~~Jurisdiction~~registrant ofas ~~Incorporation~~specified in its charter)

1-10581 (Commission File Number)		59-1513162 (I.R.S. Employer Identification No.)
Bentley Park 2 Holland Way Exeter, New Hampshire (Address of Principal Executive Offices)		03833 (Zip Code)

Delaware
(State or Other Jurisdiction of Incorporation)

~~(603) 658~~1-~~6100~~ 10581 (~~Registrant’s~~Commission ~~Telephone~~File Number,) ~~Including~~59-1513162 ~~Area~~(I.R.S. ~~Code~~Employer Identification No.)

~~Not~~Bentley ~~Applicable (Former~~Park ~~Name~~2 orHolland ~~Former~~Way ~~Address~~Exeter, ifNew ~~Changed~~Hampshire ~~Since~~(Address ~~Last~~of ~~Report~~Principal Executive Offices) 03833 (Zip Code)

~~Check the appropriate box below if the Form 8~~(603) 658-~~K filing is intended to simultaneously satisfy~~6100 ~~the~~(Registrant’s ~~filing~~Telephone ~~obligation~~Number, ofIncluding ~~the~~Area ~~registrant under any of the following provisions:~~Code)

oNot ~~Written~~Applicable (Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~425~~if ~~under~~Changed ~~the~~Since ~~Securities~~Last ~~Act (17 CFR 230.425~~Report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14a-12~~2. below):

o ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item 1.01. Entry~~o ~~into~~Pre-commencement acommunications ~~Material~~pursuant ~~Definitive~~to ~~Agreement~~ Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Ono ~~June 29,~~Pre-commencement ~~2007,~~communications ~~Laboratorios Belmac S.A. (“Belmac”), a wholly owned subsidiary of Bentley Pharmaceuticals, Inc., entered into a Loan Agreement with Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”),~~ pursuant to ~~which~~Rule BBVA loaned Belmac 11,000,000 Euros. Under the Loan Agreement, Belmac will be charged interest on the loan at a variable rate, reset quarterly, equal to the Euro Interbank Offered Rate, plus 0.5%, plus a single, up13e-~~front~~4(c) ~~fee of 0.2%. The initial interest rate~~ under the ~~loan~~Exchange isAct ~~5.02%.~~(17 ~~The~~CFR ~~principal of the loan will be repaid in quarterly installments of 412,500 Euros beginning December 31, 2008, with the balance due on December 31, 2013~~240. ~~Belmac may prepay the loan at any time without a fee.~~ 13e-4(c))

~~Pursuant~~TABLE toOF financial covenants in the Loan Agreement, Belmac must (i) maintain a net financial debt to net equity ratio of less than 0.33 to 1; (ii) maintain a net financial debt to operating profit ratio of less than 2.75 to 1; and (iii) not have either such ratio increase in any fiscal year by more than 20% over the respective ratio from the prior fiscal year. In addition, Belmac’s obligations under the Loan Agreement have been guaranteed by Bentley and Bentley’s other subsidiaries in Spain, and Belmac has also agreed to pledge assets at the request of BBVA if Belmac fails to comply with these financial covenants and not to pledge any assets to any other party. CONTENTS

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 EARNINGS PRESS RELEASE FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 DATED NOVEMBER 6, 2007

TheTable informationof in Item 1.01 with respect to the Loan Agreement is hereby incorporated by reference. Contents

~~SIGNATURES~~BENTLEY PHARMACEUTICALS, INC.

~~Pursuant~~Item 2.02. Results ~~to the requirements~~ of ~~the~~Operations ~~Securities~~and ~~Exchange~~Financial ~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Condition.

Date: July 6, 2007	By:	/s/ Richard P. Lindsay
		Richard P. Lindsay
		Vice President andChief Financial Officer

On November 6, 2007, Bentley Pharmaceuticals, Inc. issued a press release announcing financial results for the three and nine months ended September 30, 2007. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.


(c)		Exhibits

		99.1 Earnings press release for the three and nine months ended September 30, 2007 dated November 6, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: November 6, 2007	By:	/s/ Richard P. Lindsay
		Richard P. Lindsay
		Vice President and Chief Financial Officer

BENTLEY PHARMACEUTICALS, INC.

EXHIBIT INDEX


Exhibit
Number		Description of Exhibit

99.1		Earnings press release for the three and nine months ended September 30, 2007 dated November 6, 2007.

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

TheTable informationof in Item 1.01 with respect to the Loan Agreement is hereby incorporated by reference. Contents

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