Bentley Pharmaceuticals Inc - Termination of Registration of a Class of Security under Section 12(g) (15-12G)

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

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION

12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 001-10581

Bentley Pharmaceuticals, Inc.

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(Exact name of registrant as specified in its charter)

Bentley Park, 2 Holland Way, Exeter, NH 03833, [phone]
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

Common Stock, par value $0.02 per share
Series A Junior Participating Preferred
Stock purchase rights

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(Title of each class of securities covered by this Form)

None

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(Titles of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1) [X] Rule 12g-4(a)(2) [ ] Rule 12h-3(b)(1)(i) [X] Rule 12h-3(b)(1)(ii) [ ] Rule 15d-6 [ ]

Approximate number of holders of record as of the certification or
notice date: 1

Pursuant to the requirements of the Securities Exchange Act of 1934, Bentley Pharmaceuticals, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: July 22, 2008 By: /s/ Brian E. Shanahan ----------------------------------------- Name: Brian E. Shanahan Title: Assistant Secretary

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