Bradley Pharmaceuticals (BPRXL) SC TO-I/A Issuer tender offer statement (amended)

Exhibit (a)(4)

Form of Notice of Withdrawal

Bradley Pharmaceuticals, Inc.
Withdrawal of Previously Tendered Options
Pursuant to the Offer to Purchase Dated January 17, 2008,
As Amended January 23, 2008

THE WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FEBRUARY 19, 2008, UNLESS THE OFFER IS EXTENDED

        All terms used in this withdrawal letter (the “Withdrawal Letter”) but not defined herein shall have the meanings ascribed to them in the Offer to Purchase. This Withdrawal Letter is for use by option holders who previously tendered their eligible options.

        Pursuant to the terms and subject to the conditions of the Offer to Purchase dated January 17, 2008, the Election to Tender Eligible Options previously submitted to Bradley Pharmaceuticals, Inc. (“Bradley”), and this Withdrawal Letter, the optionholder completing this form herebywithdraws the tender ofall eligible options that he or she previously tendered pursuant to the Offer to Purchase and the Election to Tender Eligible Options.

        The optionholder completing this form understands, acknowledges and agrees that:

• subject to the terms and conditions of the offer, the optionholder may withdraw the tender of tendered eligible options prior to 5:00 p.m., New York City Time, on February 19, 2008;
• he or she may not rescind any withdrawal, and will not be deemed to properly accept the offer after any valid withdrawal, unless he or she properly re-tenders his or her eligible options before the expiration of the offer by the following the procedures described in the Offer to Purchase;
• he or she must withdraw from the offer with respect to all his or her tendered eligible options, and may not withdraw from the offer with respect to only a portion of his or her tendered eligible options. All such withdrawn options will remain outstanding pursuant to their current terms and conditions, including their current exercise prices and vesting schedule;
• neither Bradley nor any other person is obligated to give notice of any defects or irregularities in any Withdrawal Letter, nor will anyone incur any liability for failure to give any such notice. Bradley will determine, in its sole discretion, all questions as to the form and validity, including time of receipt, of Withdrawal Letters, which determination will be final and binding on all parties;
• all authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, the optionholder’s death or incapacity, and all of such optionholder’s obligations hereunder shall be binding upon his or her heirs, personal representatives, successors and assigns.
• As stated above, this Withdrawal Letter may not be rescinded; and he or she agrees to all of the terms and conditions of the offer and this Withdrawal Letter.

        This Withdrawal Letter must specify the name of the optionholder who is withdrawing from the offer and must be signed by the optionholder who submitted the Election to Tender Eligible Options.

        Important: To validly withdraw from the offer, Bradley must receive, at the address set forth below, the signature page to this Withdrawal Letter, or a facsimile or PDF thereof to the number or email set forth below, properly completed and signed by the optionholder, while he or she still has the right to withdraw from the offer. The method by which the optionholder delivers any required document is at the optionholder’s option and risk, and the delivery will be deemed made only when actually received by Bradley. If the optionholder elects to deliver the optionholder’s documents by mail, Bradley recommends using registered mail with return receipt requested. In all cases, the optionholder should allow sufficient time to ensure timely delivery prior to the expiration date.

Bradley Pharmaceuticals, Inc.
383 Route 46 West
Fairfield, NJ 07004
Attention: Alan S. Goldstein
Telephone: (973) 882-1505 ext 547
Facsimile: (973) 575- 5366
agoldstein@bradpharm.com

 

ELECTION TO WITHDRAW TENDERED OPTIONS

        Set forth below is information regarding eligible options the optionholder wishes to withdraw (attach additional sheets, if necessary). Note thatall eligible options previously tendered by the optionholder must be withdrawn from the offer.

Option Date	Option Exercise Price	Options Outstanding (1)	Number of Options to be Withdrawn
Total	N/A

(1) Represents the total number of shares for which the eligible option grant remains outstanding (i.e., the total number of shares for which the eligible option has not been exercised).

I have read and agree with the understandings and acknowledgments set forth on page 1 of this Withdrawal Letter.

Name: _______________________
	Date: ____________________, 2008
Signature of Holder

This Withdrawal Letter must be signed by the option holder. Bradley will not accept any alternative, conditional or contingent Withdrawal Letters.